PSQ Holdings Q3 2026 net loss narrows to $4.1M
The EveryLife sale included $1.0 million in cash and a $4.5 million seller note within $5.5 million gross proceeds.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
PSQ Holdings, Inc. reported third-quarter 2026 net revenue of $7.3 million, up 67% year over year, and non-GAAP operating income of $338,303, compared with a $2.2 million non-GAAP operating loss a year earlier. GAAP operating loss was $3.3 million, versus $9.7 million, and net loss was $4.1 million, versus $12.0 million. For the first nine months, revenue was $22.6 million and non-GAAP operating loss was $136,002; net cash used in operating activities was $8.2 million, compared with $17.4 million a year earlier.
PSQ Holdings reaffirmed full-year 2026 net revenue from continuing operations of $32 million and positive non-GAAP operating income. It completed the sale of EveryLife to buyer FreeHold Brands, LLC on November 5, 2026, for $5.5 million gross proceeds: $1.0 million cash and a $4.5 million seller note, before transaction fees and customary adjustments. The sale completed its exit from consumer brands, leaving the company focused exclusively on payments and financial infrastructure. Management said the previously reported internal-control material weakness was remediated as of September 30, 2026. The company expects seasonal demand and loan-payment-processing relationships to contribute to fourth-quarter revenue and continues working toward positive monthly operating cash flow in 2027.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter net revenue grew 67% to $7.3 million year over year.
- Moderate pointThird-quarter non-GAAP operating income was $338,303, versus a $2,191,079 loss a year earlier.
- Moderate pointNine-month operating cash use was $8.2 million, compared with $17.4 million a year earlier.
Negative
- None.
Filing Explained
At September 30, cash and cash equivalents were $3.84 million; the revolving-line balance was $6.83 million.
The filing’s
The company says both periods’ share counts reflect a 1-for-15 reverse split effective
At
8-K Event Classification
Key Figures
Key Terms
non-GAAP operating income financial
discontinued operations financial
material weakness technical
seller note financial
revolving line of credit financial
Earnings Snapshot
Reaffirmed full-year 2026 net revenue from continuing operations of $32 million and positive non-GAAP operating income.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Which loan-payment processing relationships could contribute to PSQH's fourth-quarter revenue?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction
of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (
(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) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| 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:
| Title of each class | Trading
Symbol(s) |
Name
of each exchange on which registered | ||
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.
On November 6, 2026, PSQ Holdings, Inc. (the “Company”) issued a press release announcing its financial and operating results for the quarter ended September 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in Item 2.02 of this Current Report on Form 8-K and the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
On November 6, 2026, the Company issued the press release described above in Item 2.02 of this Current Report on Form 8-K. The press release is attached as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information in this Current Report on Form 8-K under Item 7.01 is being “furnished” and not “filed” with the Securities and Exchange Commission (the “SEC”) for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, unless specifically identified as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated November 6, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURE
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.
| PSQ Holdings, Inc. | ||
| Date: November 6, 2026 | By: | /s/ James M. Giudice |
| Name: | James M. Giudice | |
| Title: | Chief Legal Officer and General Counsel | |
Exhibit 99.1
PSQ Holdings Announces Third Quarter 2026 Financial Results and Reaffirms $32 Million Full-Year Revenue Outlook
| · | Third Quarter Revenue Grows 67% to $7.3 million; Year-to-Date Revenue More Than Doubles to $22.6 million |
| · | GAAP Operating Loss Improves 66% to $3.3 million; Non-GAAP Operating Income of $0.3 million |
| · | Third Quarter Revenue Per Headcount Improves 243%; Year-to-Date improves 328% |
| · | Completes Sale of EveryLife, Concluding Exit from Consumer Brands |
| · | Material Weakness Remediated |
BOZEMAN, MT, November 6, 2026 — PSQ Holdings, Inc. (NYSE: PSQH) (the “Company”), a payments and financial infrastructure company, today reported financial results for the third quarter 2026. With the sale of EveryLife completed, the Company has concluded its exit from consumer brands and now operates exclusively in payments and financial infrastructure.
“In July, I said the results are the argument and asked you to hold us to our numbers. The third quarter adds to that record,” said Dusty Wunderlich, Chairman and Chief Executive Officer of PSQ Holdings. “Revenue grew 67%, operating expenses fell by half, and we delivered our second consecutive quarter of positive non-GAAP operating income. Our operating loss and the cash we use in operations have improved every quarter this year, and cash used in operations fell to $1.7 million from $6.1 million a year ago. With EveryLife sold, our exit from consumer brands is complete, and every part of this company now moves money. We are reaffirming $32 million in revenue and positive non-GAAP operating income for 2026, and we continue to work toward positive monthly operating cash flow in 2027. We add nothing back until it earns its way in.”
THIRD QUARTER 2026 HIGHLIGHTS
| · | Net revenue from continuing operations, which includes the financial technology (“fintech”) segment, for the three months ended September 30, 2026 was $7.3 million compared to $4.4 million for the three months ended September 30, 2025, a 67% increase compared to the prior year period. |
| · | Operating expense (defined as general and administrative, sales and marketing, and research and development expense) for the three months ended September 30, 2026 decreased $5.4 million or a decrease of 50% compared to the prior year period. |
| · | Operating loss for the three months ended September 30, 2026 was $3.3 million, an improvement of $6.4 million or 66% compared to $9.7 million for the three months ended September 30, 2025. |
| · | Net cash used in operating activities for the three months ended September 30, 2026 was $1.7 million, an improvement of $4.4 million or 72% compared to $6.1 million for the three months ended September 30, 2025. |
| · | Loss from discontinued operations, net of tax for the three months ended September 30, 2026 was $0.1 million compared to $1.9 million for the same period in 2025. |
| · | Net loss for the three months ended September 30, 2026 was $4.1 million, an improvement of $7.9 million, or 66%, compared to a net loss of $12.0 million for the three months ended September 30, 2025. |
| · | Loss per share for the three months ended September 30, 2026 improved to $1.00 compared to $3.90 for the three months ended September 30, 2025, a 74% improvement. |
| · | Revenue per headcount for the three months ended September 30, 2026 was $209,800 compared to $61,179 for the three months ended September 30, 2025, an improvement of 243%. Revenue per headcount is calculated as total revenue divided by full-time equivalent employees as of the last day of the period. |
| · | Non-GAAP operating income (a non-GAAP measure) for the three months ended September 30, 2026 was $0.3 million compared to non-GAAP operating loss of $2.2 million in the prior year period, an improvement of $2.5 million or 115%. |
YEAR TO DATE 2026 HIGHLIGHTS
| · | Net revenue from continuing operations, which includes the financial technology (“fintech”) segment, for the nine months ended September 30, 2026 was $22.6 million compared to $10.9 million for the nine months ended September 30, 2025, a 108% increase compared to the prior year period. |
| · | Operating expense (defined as general and administrative, sales and marketing, and research and development expense) for the nine months ended September 30, 2026 decreased $6.4 million or a decrease of 23% compared to the prior year period. |
| · | Operating loss for the nine months ended September 30, 2026 was $14.3 million, an improvement of $10.0 million or 41% compared to $24.2 million for the nine months ended September 30, 2025. |
| · | Net cash used in operating activities for the nine months ended September 30, 2026 was $8.2 million, an improvement of $9.2 million or 53% compared to $17.4 million for the nine months ended September 30, 2025. |
| · | Loss from discontinued operations, net of tax for the nine months ended September 30, 2026 was $0.5 million compared to $7.2 million for the same period in 2025. |
| · | Net loss for the nine months ended September 30, 2026 was $16.2 million, an improvement of $8.6 million, or 35%, compared to a net loss of $24.8 million for the nine months ended September 30, 2025. |
| · | Loss per share for the nine months ended September 30, 2026 decreased to $4.29 compared to $8.31 for the same period in 2025, a 48% improvement. |
| · | Revenue from continued operations per headcount for the nine months ended September 30, 2026 was $646,684 compared to $151,216 for the nine months ended September 30, 2025, an improvement of 328%. |
| · | Non-GAAP operating loss (a non-GAAP measure) for the nine months ended September 30, 2026 was $0.1 million compared to a non-GAAP operating loss of $7.8 million loss in the prior year period, an improvement of $7.7 million or 98%. |
The definitions and reconciliations of non-GAAP operating income (loss) to GAAP operating loss are provided under the heading “Non-GAAP Financial Measures” at the end of this release.
2
MATERIAL WEAKNESS REMEDIATED
As previously disclosed, the Company reported a material weakness in its internal control over financial reporting, first identified as of September 30, 2023, related to presentation on the statements of cash flows. To remediate the material weakness, management expanded and enhanced its review process for complex transactions and added accounting professionals with the requisite experience. Following testing of the design and operating effectiveness of these controls, management concluded that the material weakness had been remediated as of September 30, 2026.
2026 OUTLOOK
The Company reaffirms its outlook for full-year 2026 net revenue from continuing operations of
$32 million and positive non-GAAP operating income for the full year. Through the first nine months of 2026, the Company generated net revenue from continuing operations of $22.6 million and a non-GAAP operating loss of $0.1 million, including positive non-GAAP operating income in both the second and third quarters.
The Company expects fourth-quarter 2026 revenue to benefit from seasonal demand, as hunting season and the holiday period typically increase consumer financing and payment volume across its core firearms and outdoor merchant verticals. The Company also anticipates fourth-quarter contributions from loan payment processing through its relationships with LendSuite, Dealer Cash and Roja, each announced during the third quarter, and expects these relationships to continue to build into 2027.
COMPLETION OF BRANDS SEGMENT DIVESTITURE
On November 5, 2026, the Company completed the sale of EveryLife, its direct-to-consumer diaper and baby products brand, to FreeHold Brands, LLC (“Buyer”), for gross proceeds of $5.5 million, including $1.0 million in cash and a $4.5 million seller note by Buyer, before transaction fees and customary adjustments. Please refer to our Current Report on Form 8-K filed on November 5, 2026 for more information.
The Company has reported EveryLife as discontinued operations since the third quarter of 2025, reflecting the Company's previously stated intention to divest non-core assets as it concentrates on its core payments and financial infrastructure businesses.
FINANCIAL REVIEW
Balance Sheet & Liquidity
| · | As of September 30, 2026, the Company had $6.8 million of restricted cash and cash and cash equivalents, which included $1.2 million related to discontinued operations. |
| · | The Company had an outstanding principal balance of $6.8 million on its $10.0 million revolving line of credit as of September 30, 2026. The Company draws on this credit line to fund new consumer loan and lease originations, and repays it as those loans are collected or sold to third parties. |
3
Discontinued Operations
| · | Net revenues from discontinued operations, which includes the Brands and Marketplace business segments, for the quarter ended September 30, 2026 were $3.8 million compared to $3.9 million for the quarter ended September 30, 2025. Marketplace operations were completely discontinued as of June 30, 2026. |
| · | Net revenues from discontinued operations for the nine months ended September 30, 2026 were $11.3 million compared to $11.3 million for the nine months ended September 30, 2025. |
Note: Beginning with the third quarter 2025 reporting period, both the Brands and Marketplace business segments are being shown as discontinued operations in the Company’s financial statements. Results from discontinued operations are provided within the financial tables at the end of this release.
Third Quarter 2026 Conference Call and Webcast
Management will host a teleconference and webcast to discuss its third quarter 2026 results today, November 6, 2026, at 9:00 a.m. EST. The conference call can be accessed live through a link on the PSQ Holdings Investor Relations website at investors.publicsquare.com. During the webcast, the Company will take both inbound questions received ahead of the call and questions from equity research analysts. Additionally, you can participate in the conference call by dialing (833) 461-5787 domestically or (585) 542-9983 internationally, and referencing meeting ID #689559803. Attendees should log in to the webcast or dial in approximately 15 minutes before the start time of the call.
About PSQ Holdings, Inc.
PSQ Holdings (NYSE: PSQH) is a payments and financial infrastructure company. We build and operate financial infrastructure in highly regulated environments for industries underserved by traditional financial institutions, including businesses, campaigns, and nonprofits that depend on reliable, compliant payment solutions. For more information, visit publicsquare.com.
4
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any statements other than statements of historical fact contained herein are forward-looking statements. Such forward-looking statements include, but are not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding PublicSquare, anticipated product launches, our products and markets, future financial condition, expected future performance and market opportunities of PublicSquare. Forward-looking statements generally are identified by the words “anticipate,” “could,” “expect,” “future,” “intend,” “may,” “might,” “strategy,” “target,” “opportunity,” “plan,” “possible,” “potential,” “project,” “predict,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, and in this press release, include statements about our expected net revenue, non-GAAP operating income, revenue growth, operating expenses, anticipated growth, ability to achieve profitability, and our outlook; however, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, without limitation: (i) unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of our operations, (ii) changes in the competitive industries and markets in which PublicSquare operates, variations in performance across competitors, changes in laws and regulations affecting PublicSquare’s business and changes in the combined capital structure, (iii) the ability to implement business plans, growth, marketplace and other expectations, and identify and realize additional opportunities, (iv) risks related to PublicSquare’s limited operating history, the rollout and/or expansion of its business and the timing of expected business milestones, (v) risks related to PublicSquare’s potential inability to achieve or maintain profitability and generate significant revenue, (vi) the ability to raise capital on reasonable terms as necessary to develop its products in the timeframe contemplated by PublicSquare’s business plan, (vii) the ability to execute PublicSquare’s anticipated business plans and strategy, (viii) the ability of PublicSquare to enforce its current or future intellectual property, including patents and trademarks, along with potential claims of infringement by PublicSquare of the intellectual property rights of others, (ix) actual or potential loss of key influencers, media outlets and promoters of PublicSquare’s business or a loss of reputation of PublicSquare or reduced interest in the mission and values of PublicSquare and the segment of the consumer marketplace it intends to serve, (x) because the payment processing and credit agreements are terminable at will without notice, merchants that have signed agreements to use PublicSquare's payment processing services may terminate those services or otherwise fail to utilize the services at the expected volume, (xi) the risk of economic downturn, increased competition, a changing regulatory landscape and related impacts that could occur, (xii) the Company’s sale of its Brand segment, the anticipated use of proceeds, and the expected benefits of the transaction, and (xiii) risks associated with the Company’s ability to execute on its plans to reposition into a Fintech-forward business, including the Company’s pursuit of any money transmitter licenses. The foregoing list of factors is not exhaustive. Recipients should carefully consider such factors and the other risks and uncertainties described and to be described in PublicSquare’s public filings with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking statements, and PublicSquare does not assume any obligation to, nor does it intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. PublicSquare gives no assurance that PublicSquare will achieve its expectations.
Investors Contact:
investment@publicsq.com
Media Contact:
pr@publicsq.com
5
PSQ HOLDINGS, INC.
Condensed Consolidated Balance Sheets
| September 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 3,836,995 | $ | 14,644,384 | ||||
| Restricted cash | 1,710,054 | 1,119,580 | ||||||
| Accounts receivable, net | 1,721,867 | 1,630,987 | ||||||
| Lease receivable, net | 33,600 | 156,516 | ||||||
| Loans held for investment, net of allowance for credit losses of $847,292 and $778,704 as of September 30, 2026 and December 31, 2025, respectively | 7,088,683 | 6,148,072 | ||||||
| Lease merchandise, net of accumulated depreciation of $319,232 and $938,959 as of September 30, 2026 and December 31, 2025, respectively | 172,384 | 960,024 | ||||||
| Interest receivable | 293,294 | 250,450 | ||||||
| Prepaid expenses and other current assets | 2,204,822 | 2,450,321 | ||||||
| Current assets held for sale | 5,133,337 | 4,407,921 | ||||||
| Total current assets | 22,195,036 | 31,768,255 | ||||||
| Loans held for investment, net of allowance for credit losses of $209,411 and $150,702 as of September 30, 2026 and December 31, 2025, respectively, non-current | 1,751,990 | 1,189,832 | ||||||
| Lease merchandise, net of accumulated depreciation of zero and $72,335 as of September 30, 2026 and December 31, 2025, respectively, non-current | — | 329,463 | ||||||
| Property and equipment, net | 110,742 | 187,262 | ||||||
| Intangible assets, net | 11,617,454 | 14,573,323 | ||||||
| Goodwill | 10,930,978 | 10,930,978 | ||||||
| Operating lease right-of-use assets | 360,159 | 669,356 | ||||||
| Deposits | 29,939 | 29,939 | ||||||
| Total assets | $ | 46,996,298 | $ | 59,678,408 | ||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Revolving line of credit | $ | 6,826,285 | $ | 6,174,546 | ||||
| Accounts payable | 5,223,288 | 5,351,651 | ||||||
| Accrued expenses | 827,589 | 1,205,386 | ||||||
| Operating lease liabilities, current portion | 297,307 | 323,842 | ||||||
| Current liabilities held for sale | 3,272,947 | 2,612,041 | ||||||
| Total current liabilities | 16,447,416 | 15,667,466 | ||||||
| Convertible promissory notes, related party | 20,000,000 | 20,000,000 | ||||||
| Convertible promissory notes | 8,449,500 | 8,449,500 | ||||||
| Earn-out liabilities | 11,000 | 540,000 | ||||||
| Warrant liabilities | 246,050 | 1,230,250 | ||||||
| Operating lease liabilities | 141,596 | 354,286 | ||||||
| Total liabilities | 45,295,562 | 46,241,502 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ equity | ||||||||
| Preferred stock, $0.0001 par value; 50,000,000 authorized shares; no shares issued and outstanding as of September 30, 2026 and December 31, 2025 | — | — | ||||||
| Class A Common Stock, $0.0001 par value; 500,000,000 authorized shares; 4,377,193 shares and 3,099,509 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively (1) | 438 | 310 | ||||||
| Class C Common Stock, $0.0001 par value; 40,000,000 authorized shares; zero and 3,213,678 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | — | 321 | ||||||
| Additional paid in capital (1) | 174,421,004 | 169,948,371 | ||||||
| Accumulated deficit | (172,720,706 | ) | (156,512,096 | ) | ||||
| Total stockholders’ equity | 1,700,736 | 13,436,906 | ||||||
| Total liabilities and stockholders’ equity | $ | 46,996,298 | $ | 59,678,408 | ||||
(1) Results have been adjusted to reflect the reverse stock split of the Class A Common Stock at a ratio of 1-for-15 that became effective July 13, 2026.
6
PSQ HOLDINGS, INC.
Condensed Consolidated Statements of Operations (unaudited)
| For the
Three Months Ended September 30, | For the
Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues, net | $ | 7,342,985 | $ | 4,404,861 | $ | 22,633,928 | $ | 10,887,521 | ||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization expense shown below) | 3,501,484 | 1,451,234 | 10,100,063 | 3,128,208 | ||||||||||||
| General and administrative | 3,182,090 | 8,144,403 | 15,377,922 | 20,133,393 | ||||||||||||
| Sales and marketing | 1,631,702 | 1,564,449 | 4,103,863 | 4,643,237 | ||||||||||||
| Research and development | 699,427 | 1,241,669 | 2,082,964 | 3,222,930 | ||||||||||||
| Depreciation and amortization | 1,654,962 | 1,699,205 | 5,219,215 | 3,973,592 | ||||||||||||
| Total costs and expenses | 10,669,665 | 14,100,960 | 36,884,027 | 35,101,360 | ||||||||||||
| Operating loss | (3,326,680 | ) | (9,696,099 | ) | (14,250,099 | ) | (24,213,839 | ) | ||||||||
| Other (expense) income: | ||||||||||||||||
| Other (expense) income, net | (15,122 | ) | 142,745 | (129,243 | ) | 886,718 | ||||||||||
| Changes in fair value of earn-out liabilities | 10,000 | 25,000 | 529,000 | 485,000 | ||||||||||||
| Changes in fair value of warrant liabilities | 268,950 | 343,000 | 984,200 | 7,839,500 | ||||||||||||
| Interest expense, net | (970,253 | ) | (869,643 | ) | (2,891,915 | ) | (2,606,556 | ) | ||||||||
| Loss before income taxes from continuing operations | (4,033,105 | ) | (10,054,997 | ) | (15,758,057 | ) | (17,609,177 | ) | ||||||||
| Income tax benefit | — | 8,176 | — | — | ||||||||||||
| Loss from continuing operations | (4,033,105 | ) | (10,046,821 | ) | (15,758,057 | ) | (17,609,177 | ) | ||||||||
| Loss from discontinued operations, net of tax | (99,477 | ) | (1,936,067 | ) | (450,553 | ) | (7,187,036 | ) | ||||||||
| Net loss | $ | (4,132,582 | ) | $ | (11,982,888 | ) | $ | (16,208,610 | ) | $ | (24,796,213 | ) | ||||
| Continuing operations loss per common share, basic and diluted (1) | $ | (0.98 | ) | $ | (3.27 | ) | $ | (4.17 | ) | $ | (5.90 | ) | ||||
| Discontinued operations loss per common share, basic and diluted (1) | $ | (0.02 | ) | (0.63 | ) | $ | (0.12 | ) | (2.41 | ) | ||||||
| Net loss per common share, basic and diluted (1) | $ | (1.00 | ) | $ | (3.90 | ) | $ | (4.29 | ) | $ | (8.31 | ) | ||||
| Weighted average shares outstanding, basic and diluted (1) | 4,097,503 | 3,069,670 | 3,780,630 | 2,984,024 | ||||||||||||
(1) Results have been adjusted to reflect the reverse stock split of the Class A Common Stock at a ratio of 1-for-15 that became effective July 13, 2026.
7
PSQ HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows (unaudited)
| For the
Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from Operating Activities | ||||||||
| Net loss | $ | (16,208,610 | ) | $ | (24,796,213 | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in fair value of warrant liabilities | (984,200 | ) | (7,839,500 | ) | ||||
| Changes in fair value of earn-out liabilities | (529,000 | ) | (485,000 | ) | ||||
| Share-based compensation | 2,955,032 | 7,975,726 | ||||||
| Impairment of right-of-use asset | 73,737 | — | ||||||
| Amortization of step-up in loans held for investment | — | 169,607 | ||||||
| Provision for credit losses on loans held for investment | 849,967 | 616,842 | ||||||
| Origination of loans and leases for resale | (37,917,229 | ) | (20,534,393 | ) | ||||
| Proceeds from sale of loans and leases for resale | 44,122,754 | 22,792,178 | ||||||
| Gain on sale of loans and leases | (6,205,525 | ) | (2,257,785 | ) | ||||
| (Recovery)/Impairment of lease merchandise | (83,711 | ) | 218,196 | |||||
| Loss on disposal of furniture | 8,559 | — | ||||||
| Depreciation and amortization | 5,219,215 | 4,700,376 | ||||||
| Non-cash operating lease expense | 235,460 | 181,183 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (88,654 | ) | 13,151 | |||||
| Lease receivable | 122,916 | (172,444 | ) | |||||
| Interest receivable | (42,844 | ) | 101,728 | |||||
| Inventory | 297,835 | (55,683 | ) | |||||
| Prepaid expenses and other current assets | 57,024 | (201,005 | ) | |||||
| Deposits | 28,243 | (31,503 | ) | |||||
| Accounts payable | 898,276 | 170,879 | ||||||
| Accrued expenses | (518,760 | ) | 464,635 | |||||
| Deferred revenue | (224,770 | ) | 1,785,853 | |||||
| Operating lease liabilities | (239,225 | ) | (185,799 | ) | ||||
| Net cash used in operating activities | (8,173,510 | ) | (17,368,971 | ) | ||||
| Cash flows from Investing Activities | ||||||||
| Disposals/(Additions) to lease merchandise, net of (additions) and disposals | 539,336 | (3,413,454 | ) | |||||
| Software development costs | (1,533,907 | ) | (2,302,514 | ) | ||||
| Principal paydowns on loans held for investment | 19,544,908 | 13,287,697 | ||||||
| Disbursements for loans held for investment | (21,897,644 | ) | (14,832,026 | ) | ||||
| Purchase of licenses | — | (455,000 | ) | |||||
| Net cash used in investing activities | (3,347,307 | ) | (7,715,297 | ) | ||||
| Cash flows from Financing Activities | ||||||||
| Proceeds from revolving line of credit | 11,444,583 | 7,792,305 | ||||||
| Repayments on revolving line of credit | (10,792,844 | ) | (7,010,741 | ) | ||||
| Net proceeds from private equity transaction | 1,268,909 | — | ||||||
| Proceeds from issuance of common stock at-the-market offering | 248,733 | 361,528 | ||||||
| Cash paid for stock issuance costs | — | (312,059 | ) | |||||
| Other financing activities, net | (234 | ) | — | |||||
| Net cash provided by financing activities | 2,169,147 | 831,033 | ||||||
| Net decrease in cash, cash equivalents and restricted cash | (9,351,670 | ) | (24,253,235 | ) | ||||
| Cash, cash equivalents and restricted cash, beginning of period | 16,117,319 | 36,589,607 | ||||||
| Cash, cash equivalents and restricted cash, end of the period | $ | 6,765,649 | $ | 12,336,372 | ||||
| Cash and cash equivalents from continued operations | $ | 3,836,995 | $ | 10,604,527 | ||||
| Restricted cash from continued operations | 1,710,054 | 426,766 | ||||||
| Cash and cash equivalents from discontinued operations | 1,218,600 | 1,305,079 | ||||||
| Total cash, cash equivalents and restricted cash, end of the period | $ | 6,765,649 | $ | 12,336,372 | ||||
| Supplemental Cash Flow Information | ||||||||
| Cash paid for interest for convertible notes and revolving line of credit | $ | 2,891,915 | $ | 2,606,556 | ||||
| Supplemental disclosure of noncash investing and financing activities: | ||||||||
| Issuance of common shares in connection with the asset acquisition | $ | — | $ | 4,500,000 | ||||
| Earnout liability generated by asset acquisition | $ | — | $ | 550,000 | ||||
| Operating lease right-of-use asset obtained in exchange for operating lease liability | $ | — | $ | 652,410 | ||||
| Accrued variable compensation settled with RSU grants | $ | — | $ | 597,397 | ||||
Cash flows from discontinued operations are included in the above amounts.
8
Discontinued Operations
The following table summarizes the key components of the operating results of the discontinued operations within the Condensed Consolidated Statements of Operations for the three months ended September 30, 2026 and 2025:
| For the
three months ended September 30, 2026 | For the
three months ended September 30, 2025 | |||||||||||||||
| Marketplace | Brands | Marketplace | Brands | |||||||||||||
| Revenues, net | $ | — | $ | 3,832,806 | $ | 192,005 | $ | 3,732,089 | ||||||||
| Cost of revenues (exclusive of depreciation and amortization shown below) | — | — | 84,680 | — | ||||||||||||
| Cost of goods sold (exclusive of depreciation and amortization shown below) | — | 2,730,560 | — | 2,578,920 | ||||||||||||
| Operating costs | — | 1,147,237 | 1,200,717 | 1,888,285 | ||||||||||||
| Depreciation and amortization | — | — | 95,884 | 11,675 | ||||||||||||
| Operating loss | — | (44,991 | ) | (1,189,276 | ) | (746,791 | ) | |||||||||
| Other expense, net | — | (54,486 | ) | — | — | |||||||||||
| Income tax expense | — | — | — | — | ||||||||||||
| Loss from discontinued operations, net of tax | $ | — | $ | (99,477 | ) | $ | (1,189,276 | ) | $ | (746,791 | ) | |||||
The following table summarizes the key components of the operating results of the discontinued operations within the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2026 and 2025:
| For the
nine months ended September 30, 2026 | For the
nine months ended September 30, 2025 | |||||||||||||||
| Marketplace | Brands | Marketplace | Brands | |||||||||||||
| Revenues, net | $ | 90,284 | $ | 11,172,231 | $ | 939,650 | $ | 10,334,271 | ||||||||
| Cost of revenues (exclusive of depreciation and amortization shown below) | 743 | — | 286,188 | 527 | ||||||||||||
| Cost of goods sold (exclusive of depreciation and amortization shown below) | 1,344 | 7,869,987 | 11,951 | 6,871,532 | ||||||||||||
| Operating costs | 44,653 | 3,607,851 | 4,194,431 | 6,346,913 | ||||||||||||
| Depreciation and amortization | — | — | 645,059 | 81,725 | ||||||||||||
| Operating income/(loss) | 43,544 | (305,607 | ) | (4,197,979 | ) | (2,966,426 | ) | |||||||||
| Other expense, net | (15,000 | ) | (173,490 | ) | (22,631 | ) | — | |||||||||
| Income tax expense | — | — | — | — | ||||||||||||
| Income/(Loss) from discontinued operations, net of tax | $ | 28,544 | $ | (479,097 | ) | $ | (4,220,610 | ) | $ | (2,966,426 | ) | |||||
9
Assets and liabilities of segments classified as held for sale in the Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, consist of the following:
| September 30, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 1,218,600 | $ | 353,355 | ||||
| Accounts receivable, net | 70,146 | 72,372 | ||||||
| Inventory | 2,367,368 | 2,665,203 | ||||||
| Prepaid expenses and other current assets | 404,461 | 215,986 | ||||||
| Intangible assets, net | 1,072,762 | 1,072,762 | ||||||
| Deposits | — | 28,243 | ||||||
| Total assets held for sale | $ | 5,133,337 | $ | 4,407,921 | ||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,881,529 | $ | 854,889 | ||||
| Accrued expenses | 216,219 | 357,183 | ||||||
| Deferred revenue | 1,175,199 | 1,399,969 | ||||||
| Total liabilities held for sale | $ | 3,272,947 | $ | 2,612,041 | ||||
The cash flows related to the discontinued operations have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows. The following table presents cash flow for the discontinued segments.
| For the
Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by/(used in) operating activities | $ | 701,259 | $ | (4,705,036 | ) | |||
| Net cash used in investing activities | $ | — | $ | (347,596 | ) | |||
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Non-GAAP Financial Measures
The non-GAAP financial measures below 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. Therefore, its use can make it difficult to compare our current results with our results from other reporting periods and with the results of other companies.
Our management uses these non-GAAP financial measures, in conjunction with GAAP financial measures, as an integral part of managing our business and to, among other things: (i) monitor and evaluate the performance of our business operations and financial performance; (ii) facilitate internal comparisons of the historical operating performance of our business operations; (iii) facilitate external comparisons of the results of our overall business to the historical operating performance of other companies that may have different capital structures and debt levels; (iv) review and assess the operating performance of our management team; (v) analyze and evaluate financial and strategic planning decisions regarding future operating investments; and (vi) plan for and prepare future annual operating budgets and determine appropriate levels of operating investments.
For the periods presented, we define non-GAAP operating income/(loss) as GAAP operating loss, adjusted to exclude, as applicable, certain expenses as presented in the table below:
| For the
Three Months Ended September 30, | For the
Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Reconciliation: | ||||||||||||||||
| GAAP operating loss | $ | (3,326,680 | ) | $ | (9,696,099 | ) | $ | (14,250,099 | ) | $ | (24,213,839 | ) | ||||
| Non-GAAP adjustments: | ||||||||||||||||
| Corporate costs not allocated to segments | (1,654,160 | ) | (1,383,073 | ) | (5,939,850 | ) | (4,463,229 | ) | ||||||||
| Share-based compensation expense | (355,861 | ) | (4,422,742 | ) | (2,955,032 | ) | (7,975,726 | ) | ||||||||
| Depreciation and amortization | (1,654,962 | ) | (1,699,205 | ) | (5,219,215 | ) | (3,973,592 | ) | ||||||||
| Non-GAAP operating income/(loss) | $ | 338,303 | $ | (2,191,079 | ) | $ | (136,002 | ) | $ | (7,801,292 | ) | |||||
| For the
three months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue per headcount: | $ | 209,800 | $ | 61,179 | ||||
| For the
nine months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenue per headcount: | $ | 646,684 | $ | 151,216 | ||||
11