PSQ Holdings (PSQH) sets CEO Wunderlich’s $400k salary, equity grant and severance
Rhea-AI Filing Summary
PSQ Holdings, Inc. reports leadership changes and detailed terms of a new chief executive’s compensation. Michael Seifert resigned as President, Chief Executive Officer and director effective January 27, 2026, and the board appointed Dusty Wunderlich as Chief Executive Officer effective the same date; the company states Seifert’s resignation did not result from any disagreement regarding operations, policies or practices. On August 11, 2026, Wunderlich entered into an employment agreement effective as of January 27, 2026, providing a $400,000 annual base salary, an annual discretionary bonus opportunity of up to 50% of base salary, and a grant of 57,975 shares of restricted stock vesting on the first anniversary of the effective date, subject to continued service. The agreement includes severance and bonus payments and up to 12–15 months of COBRA health coverage in connection with certain terminations, with enhanced benefits during a defined change in control period and a modified Section 280G cutback provision.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
CEO annual base salary: $400,000
Target annual bonus opportunity: 50% of base salary
Restricted stock grant: 57,975 shares
+5 more
8 metrics
CEO annual base salary
$400,000
Base salary for Dusty Wunderlich under his employment agreement
Target annual bonus opportunity
50% of base salary
Maximum discretionary performance bonus for Dusty Wunderlich
Restricted stock grant
57,975 shares
Restricted stock awarded to Dusty Wunderlich on August 11, 2026
Change in control cash severance period
15 months
Base salary multiple payable upon qualifying termination in Change in Control Period
Change in control bonus multiplier
1.25 times target bonus
Additional lump sum bonus multiple upon qualifying termination in Change in Control Period
Standard severance salary continuation
12 months
Base salary continuation upon qualifying termination outside Change in Control Period
COBRA continuation (change in control)
Up to 15 months
Health coverage continuation after qualifying termination in Change in Control Period
Warrant exercise price
$172.50 per share
Exercise price for each whole warrant exercisable for 1/15 of one share
Key Terms
Change in Control Period, Good Reason, COBRA health continuation, Section 280G, +2 more
6 terms
Change in Control Period financial
"terminated either (i) by the Company without Cause or (ii) by him with Good Reason, in either case within the Change in Control Period"
Good Reason financial
"terminated either (i) by the Company without Cause or (ii) by him with Good Reason"
COBRA health continuation financial
"COBRA health continuation for up to 15 months following his termination date"
Section 280G financial
"modified Section 280G “cutback” such that payments or benefits that Mr. Wunderlich receives"
excise tax financial
"avoid or mitigate the imposition of any excise tax under Sections 280G and 4999 of the Internal Revenue Code"
An excise tax is a government charge levied on specific goods or activities—often applied per unit or as a percentage of price for items like fuel, tobacco, alcohol, or certain services—similar to a per-item toll added at the point of sale. It matters to investors because excise taxes raise costs for producers and consumers, can shrink profit margins or reduce demand, and therefore may affect a company’s revenues, pricing strategy and valuation.
restricted stock financial
"was granted 57,975 shares of restricted stock on August 11, 2026, which award will vest"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
FAQ
What leadership change did PSQH disclose in this 8-K/A?
PSQ Holdings, Inc. disclosed that Michael Seifert resigned as President, Chief Executive Officer and director effective January 27, 2026, and the board appointed Dusty Wunderlich as Chief Executive Officer effective the same date. The company states Seifert’s resignation was not due to any disagreement.
What are Dusty Wunderlich’s base salary and bonus terms at PSQH?
Under his employment agreement, Dusty Wunderlich receives an annual base salary of $400,000 and is eligible for an annual discretionary performance bonus of up to 50% of his base salary, based on his performance and the company’s targeted goals, in the company’s sole discretion.
What equity award did PSQH grant to CEO Dusty Wunderlich?
PSQ Holdings granted Dusty Wunderlich 57,975 shares of restricted stock on August 11, 2026. This award will vest in full on the first anniversary of the January 27, 2026 effective date, subject to his continued service to the company through that anniversary.
What severance protections does Dusty Wunderlich have in a change in control at PSQH?
If terminated without Cause or with Good Reason within the Change in Control Period, Wunderlich may receive a lump sum equal to 15 months of base salary, 1.25x target bonus, a pro-rated 100% target bonus, and up to 15 months of COBRA health continuation, subject to conditions.
What severance is available to Dusty Wunderlich outside a change in control at PSQH?
If terminated without Cause or with Good Reason outside the Change in Control Period, Wunderlich’s agreement provides for 12 months of base salary continuation, a lump sum equal to 100% of the bonus he would have earned for that year (pro-rated), and up to 12 months of COBRA health continuation, subject to release and other conditions.
How did PSQH handle existing restricted stock units on August 11, 2026?
On August 11, 2026, the compensation committee approved converting all restricted stock units then outstanding into shares of restricted stock with identical vesting conditions, including all restricted stock units held by Dusty Wunderlich, aligning the form of these equity awards.
What is the exercise price of PSQH’s listed warrants and what do they represent?
PSQ Holdings lists redeemable warrants trading as PSQH.WS, with each whole warrant exercisable for 1/15 of one share of Class A common stock at an exercise price of $172.50 per share, as described in the company’s securities information.
AI-generated analysis. How Rhea-AI works. Not financial advice.
