PSQ Holdings SEC Filings

PSQ Holdings, Inc. (PSQH) filed a Form 144 for a proposed sale of 19,677 shares of Class A Common Stock. The filing lists Morgan Stanley Smith Barney as broker, with an aggregate market value of $35,415.72 and an approximate sale date of 11/13/2025 on the NYSE.

The shares were acquired on 11/13/2025 through tax withholding in connection with the vesting of compensatory equity awards. Shares outstanding were 43,025,227, providing scale relative to the planned sale.

PSQ Holdings (PSQH) filed a Form 144 notice for a proposed sale by an affiliate of up to 22,800 shares of Class A common stock. The filing lists an aggregate market value of $41,040, an approximate sale date of 11/13/2025, and the NYSE as the exchange, with Morgan Stanley Smith Barney as broker. The table shows the shares were tied to tax withholding in connection with the vesting of compensatory equity awards on 11/13/2025.

Shares outstanding were 43,025,227. Form 144 is a notice of intent to sell; actual sales, timing, and method depend on market conditions and Rule 144 requirements.

PSQ Holdings (PSQH) filed a Form 144 for a proposed sale of 6,697 shares of Class A common stock. The filing lists Morgan Stanley Smith Barney as broker and an aggregate market value of $12,054.60, with an approximate sale date of 11/13/2025 on the NYSE. The securities were tied to “Tax Withholding in connection with Vesting of Compensatory Equity Awards.” Shares outstanding were 43,025,227; this is a baseline figure, not the amount being sold.

PSQ Holdings (PSQH) reported an insider transaction by its Chief Executive Officer, who is also a director and 10% owner. On 11/11/2025, the reporting person acquired 10,499 unvested RSUs tied to Class A common stock at $0; these RSUs will vest on January 1, 2026.

After the reported transaction, the reporting person beneficially owned 134,750 Class A shares directly (some are RSUs under the 2023 plan). In addition, 107,289 Class A shares are held indirectly by spouse, with beneficial ownership disclaimed. The remarks note ownership of 3,213,678 shares of Class C common stock, representing 100% of that class.

PSQ Holdings (PSQH) reported a leadership status update. On November 12, 2025, the Board confirmed the company’s executive officers and individuals subject to Section 16 of the Exchange Act. As part of this confirmation, Andrew Weisbecker, President of Marketplace, ceased to serve as an executive officer and is no longer a named executive officer, effective the same date. His title and employment status remain unchanged.

PSQ Holdings (PSQH) entered an Asset Purchase Agreement to acquire Tandym assets that enable merchants to offer private‑label credit and debit cards. The deal is expected to close in December 2025.

Total consideration is expected to be up to $6,750,000, consisting of $5,750,000 in Class A common stock valued at the business day immediately prior to closing, plus up to $1,000,000 in cash to reimburse certain pre‑negotiated liabilities. The stock consideration will be placed in escrow at closing for potential indemnification claims, with any remainder released to the seller 18 months after the Closing Date.

Upon release, the company will issue the stock consideration in reliance on Section 4(a)(2) and Rule 506 under the Securities Act. The agreement includes customary representations, covenants, and indemnities with limits. PSQH also furnished a press release related to the transaction.

PSQ Holdings (PSQH) reported Q3 2025 results. Revenue was $4.40M (up from $3.21M), with an operating loss of $9.70M and a net loss of $11.98M. For the nine months, revenue totaled $10.89M with a net loss of $24.80M.

The company is refocusing on its FinTech platform and classified its Brands and Marketplace segments as held for sale, reporting Q3 discontinued operations losses of $1.94M. Cash and cash equivalents were $10.60M versus $33.64M at year‑end, and year‑to‑date operating cash flow was $(17.37)M. Stockholders’ equity declined to $14.89M from $26.85M.

PSQH established a $50.0M at‑the‑market program and sold 164,971 shares for roughly $0.36M in gross proceeds. Liabilities included a revolving line of credit of $4.56M and convertible promissory notes of $28.45M (including $20.00M related party). Warrant liabilities fell to $2.35M from $10.19M. As of Nov 4, 2025, shares outstanding were 43,025,227 Class A and 3,213,678 Class C.

PSQ Holdings (PSQH) filed an 8‑K stating it furnished a press release with financial and operating results for the quarter ended September 30, 2025. The release is attached as Exhibit 99.1 and, along with Items 2.02 and 7.01, is treated as “furnished” rather than “filed.”

The company also disclosed negotiations to enter into an asset purchase agreement to acquire certain intellectual property assets from Tandym, Inc. Proposed consideration comprises Class A common stock valued at $5.75 million and up to $1.0 million in cash. The filing cautions that there is no assurance the company will successfully negotiate, enter into, or close the contemplated transactions.