PEW 8-K
GrabAGun Digital Holdings Inc. (PEW)
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
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(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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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New York Stock Exchange NYSE Texas |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02. Results of Operations and Financial Condition.
The information contained in the Press Release issued by GrabAGun Digital Holdings Inc., a Texas corporation (the “Company”), on August 13, 2026, reporting the Company’s preliminary results of operations for the fiscal quarter ended June 30, 2026, a copy of which is attached hereto as Exhibit 99.1, is incorporated herein by reference. Such information in this Item 2.02 (including Exhibit 99.1) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number |
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Description of Exhibit |
99.1 |
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Press Release issued by GrabAGun Digital Holdings Inc. on August 13, 2026. |
104 |
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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.
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GRABAGUN DIGITAL HOLDINGS INC. |
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Date: |
August 13, 2026 |
By: |
/s/ Marc Nemati |
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Name: Marc Nemati |
Exhibit 99.1
GrabAGun Digital Holdings Reports Second Quarter 2026 Results
Second Quarter Revenues Increased 9.4% Year-Over-Year to $23.2 Million; Firearms Sales Increased 8.5% for the Same Period
Second Quarter Gross Profit Increased 39.4% and Gross Margin Expanded 290 Basis Points to 13.5% Compared to Same Period Last Year
Advancing Logistics Infrastructure with Three Manufacturing Customers Onboard to Date, Creating a Path for Long-Term Revenue Growth and Margin Expansion
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 reported second quarter 2026 financial results for the three and six months ended June 30, 2026.
Marc Nemati, Chief Executive Officer of GrabAGun, commented, “Our second-quarter results reflect continued momentum across our business, with net revenue growth of 9% year-over-year, driven by growth in average order value and a favorable shift toward higher price-point products with our firearms sales, which were up 8% year over year. We also delivered a 290-basis point improvement in gross margin compared to the prior year period. These results reflect the benefits of our evolving product mix, targeted pricing strategy, and disciplined execution across our commercial organization.
“The firearms industry continues to evolve, with recent federal policy proposals from the ATF focused on modernizing aspects of the lawful purchasing process while maintaining established compliance requirements, including background checks and other safeguards. While the timing, scope, and ultimate implementation of any regulatory changes remain uncertain, we believe GrabAGun is well positioned to support customers through this changing environment, leveraging the digital infrastructure, compliance capabilities, and regulatory expertise we have built over more than fifteen years.
Mr. Nemati continued, “That same foundation enabled us to launch PEW Logistics in January, marking an important milestone in extending the capabilities of our turnkey e-commerce platform. We are encouraged by the platform’s early momentum, including the recent addition of Backwoods Suppressors as our third manufacturing customer, further expanding our reach into a growing product category.
“As we continue to expand our network of manufacturers and product categories, we believe PEW Logistics has the potential to broaden our addressable market and create additional opportunities for recurring and profitable revenue and margin expansion. Supported by nearly $100 million in cash, a strong balance sheet, a disciplined capital structure, and a track record of innovation and execution, we remain focused on advancing our strategy, pursuing sustainable growth opportunities, and creating long-term value for our shareholders.”
Second Quarter Financial Highlights
Business Highlights
Second Quarter 2026 Conference Call and Webcast
Management will host a conference call at 4:30 PM ET today to discuss its second quarter 2026 results. The live webcast and replay will be accessible under the Events & Presentations section of the Company’s Investor Relations website at investors.grabagun.com.
About GrabAGun 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 eCommerce retailer operated by wholly-owned subsidiary GrabAGun LLC, is one of the nation’s leading online firearms retailers, built on fifteen 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
1 Adjusted EBITDA is a non-GAAP financial measure. See the supplementary schedules in this press release for a discussion of how the Company defines and calculates this measure and a reconciliation thereof to net income (loss), the most directly comparable GAAP measure.
2 Customer Lifetime Value is an estimate of the present value of revenue expected from each customer, including the first order plus projected repeat orders.
3 Mobile Session is a period of user interaction with an app or website, initiated when a user opens your app in the foreground or views a page on your website using a mobile device.
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:
Investor Inquiries:
GRABAGUN DIGITAL HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
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June 30, 2026 |
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December 31, 2025 |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
97,512 |
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$ |
110,395 |
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Inventory, net |
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9,324 |
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8,532 |
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Prepaid expenses and other current assets |
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1,454 |
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1,761 |
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Total current assets |
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108,290 |
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120,688 |
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Capitalized software, net |
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1,001 |
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781 |
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Property and equipment, net |
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11,341 |
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8,550 |
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Operating lease right-of-use asset |
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— |
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39 |
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Other assets |
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1,087 |
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1,204 |
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Total assets |
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$ |
121,719 |
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$ |
131,262 |
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Liabilities and Shareholders' Equity |
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Current liabilities: |
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Accounts payable |
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$ |
7,817 |
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$ |
11,833 |
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Operating lease liability, current |
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— |
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41 |
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Accrued expenses and other current liabilities |
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2,510 |
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2,447 |
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Unearned revenue |
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1,163 |
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2,453 |
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Total current liabilities |
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11,490 |
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16,774 |
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Long-term debt |
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7,665 |
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6,887 |
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Total liabilities |
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19,155 |
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23,661 |
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Commitments and Contingencies (Note 11) |
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— |
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— |
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Stockholders' Equity |
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Common stock, $0.0001 par value; 200,000,000 shares authorized; 31,812,302 shares issued and 29,480,106 shares outstanding as of June 30, 2026 and 31,545,268 shares issued and 29,982,590 outstanding as of December 31, 2025 |
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3 |
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3 |
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Treasury stock, 2,332,196 shares as of June 30, 2026 and 1,562,678 shares as of December 31, 2025 |
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(11,269 |
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(8,884 |
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Additional paid-in capital |
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122,164 |
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121,171 |
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Accumulated deficit |
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(8,334 |
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(4,689 |
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Total stockholders' equity |
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102,564 |
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107,601 |
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Total liabilities and stockholders' equity |
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$ |
121,719 |
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$ |
131,262 |
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GRABAGUN DIGITAL HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Net revenues |
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$ |
23,217 |
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$ |
21,228 |
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$ |
49,145 |
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$ |
44,559 |
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Cost of goods sold |
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20,091 |
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18,985 |
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43,253 |
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40,076 |
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Gross profit |
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3,126 |
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2,243 |
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5,892 |
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4,483 |
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Operating expenses: |
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Sales and marketing |
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275 |
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234 |
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555 |
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473 |
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General and administrative |
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5,424 |
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1,227 |
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10,550 |
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3,186 |
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Total operating expenses |
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5,699 |
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1,461 |
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11,105 |
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3,659 |
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Income (loss) from operations |
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(2,573 |
) |
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782 |
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(5,213 |
) |
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824 |
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Other income: |
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Interest income, net |
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760 |
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41 |
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1,561 |
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93 |
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Other income, net |
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6 |
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— |
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10 |
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1 |
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Total other income |
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766 |
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41 |
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1,571 |
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94 |
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Income (loss) before income tax expense |
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(1,807 |
) |
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823 |
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(3,642 |
) |
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918 |
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Income tax expense |
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3 |
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— |
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3 |
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— |
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Net income (loss) |
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$ |
(1,810 |
) |
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$ |
823 |
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$ |
(3,645 |
) |
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$ |
918 |
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Weighted-average shares outstanding, basic and diluted |
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29,314,979 |
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10,000,000 |
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29,483,454 |
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10,000,000 |
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Net income (loss) per share, basic and diluted |
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$ |
(0.06 |
) |
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$ |
0.08 |
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$ |
(0.12 |
) |
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$ |
0.09 |
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GRABAGUN DIGITAL HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
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Six Months Ended June 30, |
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2026 |
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2025 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income (loss) |
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$ |
(3,645 |
) |
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$ |
918 |
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Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: |
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Stock-based compensation |
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989 |
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— |
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Depreciation of property and equipment |
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18 |
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8 |
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Amortization of software development costs |
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133 |
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93 |
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Non-cash lease expense |
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39 |
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110 |
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Amortization of debt issuance costs |
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4 |
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— |
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Sales return allowance |
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(176 |
) |
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(142 |
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Inventory returns reserve |
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149 |
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123 |
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Changes in operating assets and liabilities: |
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Inventory, net |
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(942 |
) |
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(1,347 |
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Prepaid expenses and other current assets |
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307 |
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168 |
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Other assets |
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118 |
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(47 |
) |
Accounts payable |
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(4,052 |
) |
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1,192 |
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Operating lease liability |
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(41 |
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(114 |
) |
Accrued and other current liabilities |
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41 |
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(272 |
) |
Unearned revenue |
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(1,290 |
) |
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(501 |
) |
Net cash provided by (used in) operating activities |
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(8,348 |
) |
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189 |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchase of property and equipment |
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(2,779 |
) |
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(9 |
) |
Disposal of property and equipment |
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— |
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2 |
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Capitalized software additions |
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(364 |
) |
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(128 |
) |
Net cash used in investing activities |
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(3,143 |
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(135 |
) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Distributions to GrabAGun Members |
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— |
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(2,040 |
) |
Payments of deferred transaction costs |
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— |
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(1,259 |
) |
Proceeds from borrowings, net |
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971 |
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— |
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Payment for stock repurchases |
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(2,363 |
) |
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— |
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Net cash used in financing activities |
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(1,392 |
) |
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(3,299 |
) |
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Net decrease in cash and cash equivalents |
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(12,883 |
) |
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(3,245 |
) |
Cash and cash equivalents, beginning of period |
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110,395 |
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|
7,887 |
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Cash and cash equivalents, end of period |
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$ |
97,512 |
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$ |
4,642 |
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Supplemental disclosures of non-cash investing and financing activities: |
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Deferred transaction costs included in accounts payable |
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$ |
— |
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$ |
164 |
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Income taxes paid |
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Stock-based compensation expense capitalized in internal-use software development costs |
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$ |
4 |
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|
$ |
— |
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Additions of capitalized software included within accounts payable |
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$ |
11 |
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$ |
24 |
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Purchases of property and equipment included within accounts payable |
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$ |
30 |
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|
$ |
— |
|
Excise taxes for stock repurchase included within accrued expenses and other current liabilities |
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$ |
22 |
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$ |
— |
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Non-GAAP Financial Information
We utilize Adjusted EBITDA and Adjusted EBITDA margin, non-GAAP financial measures, to supplement GAAP measures of performance as a tool to evaluate our historical financial and operational performance, identify trends affecting our business, and formulate business plans and make strategic decisions. We believe that Adjusted EBITDA provides users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of interest income, net, income tax, and non-cash expenses, including depreciation, amortization, stock compensation, and certain non-recurring costs, as management does not believe these to be representative of our core earnings. We also provide Adjusted EBITDA margin, which is calculated as Adjusted EBITDA divided by revenue.
The non-GAAP financial measures have not been calculated in accordance with GAAP and should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. We caution investors that non-GAAP financial information, by its nature, departs from traditional accounting conventions. Adjusted EBITDA is not a liquidity measure and should not be considered as discretionary cash available to us to reinvest in the growth of our business or to distribute to shareholders or as a measure of cash that will be available to us to meet our obligations.
We define Adjusted EBITDA as net income (loss) excluding interest income, net, income tax, and non-cash expenses, including depreciation and amortization, stock-based compensation, and certain non-recurring costs. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.
The following table reconciles our GAAP and non-GAAP financial measures for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages):
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2026 |
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2025 |
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2026 |
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2025 |
|
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Net revenues |
|
$ |
23,217 |
|
|
$ |
21,228 |
|
|
$ |
49,145 |
|
|
$ |
44,559 |
|
Cost of goods sold |
|
|
20,091 |
|
|
|
18,985 |
|
|
|
43,253 |
|
|
|
40,076 |
|
Gross profit |
|
|
3,126 |
|
|
|
2,243 |
|
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|
5,892 |
|
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|
4,483 |
|
% gross profit |
|
|
13 |
% |
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|
11 |
% |
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|
12 |
% |
|
|
10 |
% |
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|
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Net income (loss) |
|
$ |
(1,810 |
) |
|
$ |
823 |
|
|
$ |
(3,645 |
) |
|
$ |
918 |
|
Interest income, net |
|
|
(760 |
) |
|
|
(41 |
) |
|
|
(1,561 |
) |
|
|
(93 |
) |
Income tax expense |
|
|
3 |
|
|
|
— |
|
|
|
3 |
|
|
|
— |
|
Depreciation and amortization |
|
|
126 |
|
|
|
51 |
|
|
|
218 |
|
|
|
101 |
|
Stock-based compensation expense |
|
|
486 |
|
|
|
— |
|
|
|
989 |
|
|
|
— |
|
Non-recurring costs: |
|
|
|
|
|
|
|
|
|
|
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|
||||
Transaction costs (1) |
|
|
— |
|
|
|
71 |
|
|
|
— |
|
|
|
524 |
|
Business optimization (2) |
|
|
283 |
|
|
|
— |
|
|
|
283 |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
(1,672 |
) |
|
$ |
904 |
|
|
$ |
(3,713 |
) |
|
$ |
1,450 |
|
% Adjusted EBITDA margin |
|
|
(7 |
)% |
|
|
4 |
% |
|
|
(8 |
)% |
|
|
3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(1) Non-recurring costs consist of third-party accounting and consulting fees incurred in connection with the Business Combination.
(2) Non-recurring costs consisting of third-party costs related to the implementation of the Company's internal control framework and non-capitalizable costs related to the implementation of the Company's enterprise resource planning system.