STOCK TITAN

PSQ Holdings (NYSE: PSQH) posts 167% revenue surge and deeper Q1 2026 net loss

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PSQ Holdings, Inc. reported sharp top-line growth but remained unprofitable in the first quarter of 2026. Net revenue from continuing operations rose 167% year over year to $8.2 million, driven by its financial technology segment, while operating expenses fell 18%, improving efficiency.

Operating loss narrowed to $6.1 million from $9.3 million, and operating cash burn improved to $4.1 million from $6.4 million. However, net loss widened to $6.5 million, mainly due to a $7.1 million reduction in gains from fair value changes in warrant and earnout liabilities. Non-GAAP operating loss improved to $0.9 million from $2.8 million.

The company executed an operational restructuring, cutting staff by 41% and winding down its Marketplace segment, which is expected to generate about $8.0 million in annualized cash savings. Revenue per headcount jumped 287% to $173,583. Cash and cash equivalents fell to $10.1 million as of March 31, 2026 from $14.6 million at year-end, while total liabilities remained around $46.0 million.

Positive

  • Strong revenue growth and efficiency gains: Net revenue from continuing operations increased 167% year over year to $8.2 million, while operating expenses fell 18% and non-GAAP operating loss improved from $2.8 million to $0.9 million.
  • Restructuring driving material savings: A 41% staff reduction, Marketplace wind-down, and other cuts are expected to produce approximately $8.0 million in annualized cash savings, with revenue per headcount rising 287% to $173,583.

Negative

  • Net loss still growing with high leverage: Net loss widened to $6.5 million, largely from lower fair value gains on warrants and earnouts, while cash fell to $10.1 million against $28.4 million of convertible notes and a $7.4 million revolving credit balance.

Insights

Revenue growth and cost cuts are strong, but leverage and cash burn still matter.

PSQ Holdings delivered a powerful operating turnaround signal in Q1 2026. Net revenue from continuing operations climbed from $3.1M to $8.2M, a 167% increase, while operating expenses fell 18%. Operating loss narrowed to $6.1M, and non-GAAP operating loss improved to $0.9M from $2.8M.

That improvement reflects a restructuring that cut headcount 41% and is expected to generate about $8.0M in annualized cash savings. Revenue per headcount jumped to $173,583, up 287%, indicating a more efficient cost structure even as the company repositions as a pure-play fintech operator.

Risks remain. Net loss increased to $6.5M, primarily because gains from warrant and earnout revaluation dropped by $7.1M. Cash and cash equivalents declined from $14.6M at December 31, 2025 to $10.1M at March 31, 2026, while total liabilities stayed near $46.0M, including $28.4M of convertible notes. Future filings will show whether revenue growth and cost discipline move the business toward sustained profitability and stable liquidity.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Net revenue from continuing operations $8.2 million Quarter ended March 31, 2026, up 167% from $3.1 million
Operating loss $6.1 million Quarter ended March 31, 2026 vs $9.3 million in 2025
Net loss $6.5 million Quarter ended March 31, 2026 vs $4.4 million in 2025
Non-GAAP operating loss $0.9 million Quarter ended March 31, 2026 vs $2.8 million in 2025
Revenue per headcount $173,583 For the three months ended March 31, 2026; 287% improvement
Annualized cash savings $8.0 million Expected from restructuring and Marketplace wind-down
Cash and cash equivalents $10,057,059 As of March 31, 2026 vs $14,644,384 at December 31, 2025
Total liabilities $46,029,444 As of March 31, 2026, including $28.4M convertible notes
discontinued operations financial
"Income from discontinued operations, net of tax for the quarter ended March 31, 2026 was $26,710"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
earn-out liabilities financial
"This was primarily driven by a $7.1 million decrease in gains related to changes in the fair value of warrant and earnout liabilities."
Earn-out liabilities are future payments a buyer agrees to make to a seller after an acquisition if the acquired business hits specific financial or operational targets. They matter to investors because they shift risk and potential future cash outflows onto the buyer—like promising a bonus if a project meets goals—affecting a company’s reported debt, cash forecasts and the true price paid for the asset.
warrant liabilities financial
"This was primarily driven by a $7.1 million decrease in gains related to changes in the fair value of warrant and earnout liabilities."
Warrant liabilities are the financial obligations a company records when it grants warrants—special rights allowing someone to buy shares at a set price in the future. If the warrants are expected to be exercised, they are treated as a liability because the company might need to deliver shares or cash later. This matters to investors because it affects the company’s reported financial health and the potential dilution of existing shares.
non-GAAP operating loss financial
"Non-GAAP operating loss (a Non-GAAP measure) for the quarter ended March 31, 2026 was $0.9 million"
Non-GAAP operating loss is a company's reported operating loss after management removes certain items they consider unusual, one-time, or not part of regular business (for example, restructuring charges, stock-based compensation, or asset write-downs). Investors care because it reflects management’s view of the business’s ongoing operating performance—like looking at a car’s speed after smoothing out bumps—but it can be shaped differently by each company and so is less standardized than GAAP figures.
revolving line of credit financial
"Revolving line of credit | | $ | 7,404,248 | | | $ | 6,174,546"
A revolving line of credit is a flexible borrowing arrangement that allows a person or business to access funds up to a set limit whenever needed, much like a prepaid card. As money is repaid, it becomes available to borrow again, making it a convenient way to manage cash flow or cover ongoing expenses. Investors pay attention to it because it reflects a company’s ability to access quick funds and manage financial flexibility.
Payments Gross Merchandise Volume (GMV) financial
"Payments Gross Merchandise Volume (GMV) exceeding $186 million, a record for us, Credit GMV up 32%"
Net revenue from continuing operations $8.2 million +167% YoY
Operating loss $6.1 million improved from $9.3 million
Net loss $6.5 million vs $4.4 million prior-year quarter
Non-GAAP operating loss $0.9 million improved from $2.8 million
Revenue per headcount $173,583 +287% YoY
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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

 

Date of Report (Date of earliest event reported): May 7, 2026

 

PSQ Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40457   86-2062844
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification Number)

 

313 Datura Street, Suite 200

West Palm Beach, Florida 33401

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (754) 264-8701

 

(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
Class A common stock, par value $0.0001 per share   PSQH   New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share   PSQH.WS   New York Stock Exchange

 

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 x

 

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 May 7, 2026, PSQ Holdings, Inc. (the “Company”) issued a press release announcing its financial and operating results for the quarter ended March 31, 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 May 7, 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 May 7, 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: May 7, 2026 By: /s/ James M. Giudice
  Name: James M. Giudice
  Title: Chief Legal Officer and General Counsel

 

 

 

Exhibit 99.1

 

 

 

PSQ Holdings, Inc. Announces First Quarter 2026 Financial Results

 

First Quarter Revenue Growth of 167%

First Quarter Operating Expense Reduction of 18%

First Quarter Revenue Per Headcount Improves 287%

 

BOZEMAN, MT, May 7, 2026 — PSQ Holdings, Inc. (NYSE: PSQH) (the “Company”), a payments and financial infrastructure company, today reported financial results for the first quarter 2026.

 

FIRST QUARTER 2026 HIGHLIGHTS

 

·Net revenue from continuing operations, which includes the financial technology (“fintech”) segment, for the quarter ended March 31, 2026 was $8.2 million compared to $3.1 million for the first quarter ended March 31, 2025, a 167% increase compared to the prior year period.
·Operating expense (defined as general and administrative, sales and marketing, and research and development expense) for the quarter ended March 31, 2026 decreased $2.0 million or a decrease of 18% compared to the prior year period.
·Operating loss for the quarter ended March 31, 2026 was $6.1 million, an improvement of $3.2 million or 34% compared to $9.3 million for the quarter ended March 31, 2025.
·Operating cash burn for the quarter ended March 31, 2026 was $4.1 million, an improvement of $2.3 million or 36% compared to $6.4 million for the quarter ended March 31, 2025.
·Income from discontinued operations, net of tax for the quarter ended March 31, 2026 was $26,710 compared to $2.4 million loss for the first quarter of 2025.
·Net loss for the quarter ended March 31, 2026 was $6.5 million, an increase of $2.0 million, or 45%, compared to a net loss of $4.4 million for the quarter ended March 31, 2025. This was primarily driven by a $7.1 million decrease in gains related to changes in the fair value of warrant and earnout liabilities.
·Loss per share for the quarter ended March 31, 2026 increased to $0.12 compared to $0.10 for the first quarter of 2025, a 20% increase, primarily driven by the change in fair value of the warrant and earnout liabilities.
·Revenue per headcount for quarter ended March 31, 2026 was $173,583 compared to $44,864 for the three months ended March 31, 2025, an improvement of 287%.
·Non-GAAP operating loss (a Non-GAAP measure) for the quarter ended March 31, 2026 was $0.9 million compared to $2.8 million in the prior year period, an improvement of 70%.

 

The definitions and reconciliations of Non-GAAP operating loss to GAAP operating Income loss are provided under the heading Non-GAAP measures at the end of this release.

 

Dusty Wunderlich, Chairman & CEO of PSQ Holdings, commented, "Q1 2026 was our strongest quarter ever, and the numbers tell the story. Revenue up 167% year over year, operating expenses down 18%, Payments Gross Merchandise Volume (GMV) exceeding $186 million, a record for us, Credit GMV up 32%, and revenue per employee up 287%, proof that doing more with less is not a talking point, it is how we operate, and we intend to keep pushing that number higher.”

 

 

 

 

“AI is doing exactly what we believed it would, making us more efficient, more capable, and, frankly, better at our jobs. We were early to adopt machine learning, deploying it in underwriting back in 2021, and we have been expanding its use across engineering, finance, and risk management ever since. A lean team with the right tools can do remarkable things, and that 287% improvement in revenue per employee is the proof.”

 

“We are in the business of earning trust from merchants who need a payments and financial infrastructure partner they can count on. That is not something you claim; it is something you demonstrate quarter after quarter. Q1 is us demonstrating it. The priorities have not changed: grow revenue responsibly, reduce cash burn, and get to profitability. We are executing, the model is working, and the opportunity ahead is significant."

 

OPERATIONAL RESTRUCTURING

 

Over the past two quarters, the Company has executed a comprehensive operational restructuring in conjunction with its strategic repositioning as a pure-play financial technology company. Staff reductions of 41%, implemented from September 2025 through March 2026, combined with the winding down of the Marketplace segment and reductions in corporate operating expenses and contractor and consulting agreements, are expected to result in annualized cash savings of approximately $8.0 million. The results of these efforts are reflected in the Company's Q1 2026 operating metrics: operating expenses declined 18% year over year, headcount decreased from 68 to 47 full-time employees, and revenue per headcount improved 287% to $173,583. The Company views these improvements not as a one-time reset, but as the foundation of a more capital-efficient operating model designed to support sustained revenue growth with disciplined cost management.

 

FINANCIAL REVIEW

 

Balance Sheet & Liquidity

 

·As of March 31, 2026, the Company had $11.8 million of restricted cash and cash and cash equivalents, which included $0.2 million related to discontinued operations.
·The Company had an outstanding principal balance of $7.4 million on its $10.0 million revolving line of credit as of March 31, 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.

 

Discontinued Operations

 

·Net revenues from discontinued operations, which includes the Brands and Marketplace business segments, for the quarter ended March 31, 2026 was $3.7 million compared to $3.7 million for the quarter ended March 31, 2025. Brands revenue comprised 98% of the net revenues from discontinued operations for the quarter ended March 31, 2026, compared to 88% in the prior year period.

 

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.

 

2

 

 

BRANDS DIVESTITURE UPDATE

 

The Company continues to actively pursue the sale of its Brands segment, which includes EveryLife. The sale process remains ongoing, and management expects to enter into a definitive agreement during the first half of 2026. Proceeds from the transaction are expected to be redeployed to the balance sheet in support of the Company's Financial Technology operations.

 

FINANCIAL LEADERSHIP TRANSITION

 

As previously announced on April 7, 2026, James Rinn stepped down as Chief Financial Officer effective April 30, 2026. The Board appointed Michael Pena as Chief Financial Officer and Krista Wenzel as Chief Accounting Officer, both effective May 1, 2026.

 

First Quarter 2026 Conference Call and Webcast

 

Management will host a teleconference and webcast to discuss its first quarter 2026 results today, May 7, 2026 at 9:00 a.m. ET. 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 (800) 715-9871 domestically or (646) 307-1963 internationally, and referencing conference ID #6209150. Attendees should log in to the webcast or dial in approximately 15 minutes before the start time of the call.

 

About PSQ Holdings

 

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.

 

3

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act 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,” “project,” “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 revenue, revenue growth, operating expenses, anticipated growth, ability to achieve profitability, our plans for the Brands and Marketplace segments, 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 in the highly competitive consumer marketplace, both online and through “bricks and mortar” operations, (xii) the risk of PublicSquare being unable to sell its Brands segment, in a timely manner, at desirable prices, or at all, 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@publicsquare.com

Media Contact:

pr@publicsquare.com

 

4

 

 

PSQ HOLDINGS, INC.

Condensed Consolidated Balance Sheets

 

   March 31,
2026
   December 31,
2025
 
   (Unaudited)     
Assets          
Current assets:          
Cash and cash equivalents  $10,057,059   $14,644,384 
Restricted cash   1,589,586    1,119,580 
Accounts receivable, net   1,932,629    1,630,987 
Lease receivable, net   93,810    156,516 
Loans held for investment, net of allowance for credit losses of $768,235 and $778,704 as of March 31, 2026 and December 31, 2025, respectively   6,876,900    6,148,072 
Lease merchandise, net of accumulated depreciation of $1,000,916 and $938,959 as of March 31, 2026 and December 31, 2025, respectively   486,490    960,024 
Interest receivable   246,370    250,450 
Prepaid expenses and other current assets   2,266,149    2,450,321 
Current assets held for sale (Note 4)   3,868,785    4,407,921 
Total current assets   27,417,778    31,768,255 
Loans held for investment, net of allowance for credit losses of $154,694 and $150,702 as of March 31, 2026 and December 31, 2025, respectively, non-current   1,198,913    1,189,832 
Lease merchandise, net of accumulated depreciation of $94,163 and $72,335 as of March 31, 2026 and December 31, 2025, respectively, non-current   235,839    329,463 
Property and equipment, net   156,992    187,262 
Intangible assets, net   13,793,270    14,573,323 
Goodwill   10,930,978    10,930,978 
Operating lease right-of-use assets   591,169    669,356 
Deposits   29,939    29,939 
Total assets  $54,354,878   $59,678,408 
           
Liabilities and stockholders’ equity          
Current liabilities:          
Revolving line of credit  $7,404,248   $6,174,546 
Accounts payable   5,145,602    5,351,651 
Accrued expenses   1,461,783    1,205,386 
Operating lease liabilities, current portion   333,899    323,842 
Current liabilities held for sale (Note 4)   1,893,180    2,612,041 
Total current liabilities   16,238,712    15,667,466 
Convertible promissory notes, related party (Note 10)   20,000,000    20,000,000 
Convertible promissory notes   8,449,500    8,449,500 
Earn-out liabilities   501,500    540,000 
Warrant liabilities   572,000    1,230,250 
Operating lease liabilities   267,732    354,286 
Total liabilities   46,029,444    46,241,502 
Commitments and contingencies (Note 16)          
Stockholders’ equity          
Preferred stock, $0.0001 par value; 50,000,000 authorized shares; no shares issued and outstanding as of March 31, 2026 and December 31, 2025        
Class A Common Stock, $0.0001 par value; 500,000,000 authorized shares; 48,726,402 shares and 46,492,639 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively   4,873    4,650 
Class C Common Stock, $0.0001 par value; 40,000,000 authorized shares; zero and 3,213,678 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively       321 
Additional paid in capital   171,287,594    169,944,031 
Accumulated deficit   (162,967,033)   (156,512,096)
Total stockholders’ equity   8,325,434    13,436,906 
Total liabilities and stockholders’ equity  $54,354,878   $59,678,408 

 

5

 

 

PSQ HOLDINGS, INC.

Condensed Consolidated Statements of Operations

 

   For the Three Months
Ended March 31,
 
   2026   2025 
Revenues, net  $8,158,417   $3,050,785 
Costs and expenses:          
Cost of revenue (exclusive of depreciation and amortization expense shown below)   3,599,955    630,009 
General and administrative   6,615,164    8,260,744 
Sales and marketing   1,604,807    1,538,462 
Research and development   624,095    1,030,222 
Depreciation and amortization   1,848,044    906,824 
Total costs and expenses   14,292,065    12,366,261 
Operating loss   (6,133,648)   (9,315,476)
Other (expense) income:          
Other (expense) income, net   (97,280)   309,819 
Changes in fair value of earn-out liabilities   38,500    450,000 
Changes in fair value of warrant liabilities   658,250    7,381,500 
Interest expense, net   (947,469)   (868,457)
Loss before income taxes from continuing operations   (6,481,647)   (2,042,614)
Income tax expense       (8,240)
Loss from continuing operations   (6,481,647)   (2,050,854)
Income / (loss) from discontinued operations, net of tax   26,710    (2,396,491)
Net loss  $(6,454,937)  $(4,447,345)
           
Continuing operations loss per common share, basic and diluted  $(0.12)  $(0.05)
Discontinued operations income/(loss) per common share, basic and diluted       (0.05)
Net loss per common share, basic and diluted  $(0.12)  $(0.10)
Weighted average shares outstanding, basic and diluted (1)   54,027,862    42,953,447 

 

(1) Pre-funded warrants, issued in December 2025, can be exercised for little consideration (an exercise price per share equal to $0.0001 per share), and 5,018,184 remain unexercised as of March 31, 2026.

 

6

 

 

PSQ HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

 

   For the Three Months
Ended March 31,
 
   2026   2025 
Cash Flows from Operating Activities          
Net loss  $(6,454,937)  $(4,447,345)
Adjustment to reconcile net loss to net cash used in operating activities:          
Changes in fair value of warrant liabilities   (658,250)   (7,381,500)
Changes in fair value of earn-out liabilities   (38,500)   (450,000)
Share-based compensation   1,365,556    3,622,845 
Amortization of step-up in loans held for investment       169,607 
Provision for credit losses on loans held for investment   194,269    661,963 
Origination of loans and leases for resale   (13,460,365)   (7,869,448)
Proceeds from sale of loans and leases for resale   15,554,070    8,931,822 
Gain on sale of loans and leases   (2,093,706)   (1,062,374)
Impairment (recovery) of lease merchandise   (50,192)    
Depreciation and amortization   1,848,044    1,211,110 
Non-cash operating lease expense   78,187    41,485 
Changes in operating assets and liabilities:          
Accounts receivable   (312,613)   (226,613)
Lease receivable   62,706     
Interest receivable   4,080    75,070 
Inventory   371,311    230,837 
Prepaid expenses and other current assets   180,492    53,034 
Deposits   18,445    (6,905)
Accounts payable   (611,889)   (373,712)
Accrued expenses   103,323    425,259 
Deferred revenue   (151,700)   4,083 
Operating lease liabilities   (76,498)   (41,485)
Net cash used in operating activities   (4,128,167)   (6,432,267)
           
Cash flows from Investing Activities          
Additions to lease merchandise, net of disposals   242,666    (1,106,117)
Software development costs   (671,284)   (656,658)
Principal paydowns on loans held for investment   3,210,956    4,532,763 
Disbursements for loans held for investment   (4,143,133)   (4,577,597)
Net cash used in investing activities   (1,360,795)   (1,807,609)
           
Cash flows from Financing Activities          
Proceeds from revolving line of credit   4,440,659    2,270,331 
Repayments on revolving line of credit   (3,210,955)   (2,343,207)
Net disbursement for closing costs from private equity transaction   (22,091)    
Net cash provided by/(used in) financing activities   1,207,613    (72,876)
Net decrease in cash, cash equivalents and restricted cash   (4,281,349)   (8,312,752)
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  $11,835,970   $28,276,855 
Cash and cash equivalents from continued operations  $10,057,059   $28,039,959 
Restricted cash from continued operations   1,589,586    236,896 
Cash and cash equivalents from discontinued operations   189,325     
Total cash, cash equivalents and restricted cash, end of the period  $11,835,970   $28,276,855 
           
Supplemental Cash Flow Information          
Cash paid for interest for convertible notes and revolving line of credit  $947,469   $868,457 

 

7

 

 

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 March 31, 2026 and 2025:

 

   For the three months
ended March 31, 2026
   For the three months
ended March 31, 2025
 
   Marketplace   Brands   Marketplace   Brands 
Revenues, net  $85,567   $3,581,557   $428,649   $3,270,187 
Cost of revenues (exclusive of depreciation and amortization shown below)   597        104,310    1,926 
Cost of goods sold (exclusive of depreciation and amortization shown below)   1,344    2,245,274    412    2,072,862 
Operating costs   42,282    1,258,056    1,490,789    2,098,113 
Depreciation and amortization           269,261    35,025 
Operating income/(loss)   41,344    78,227    (1,436,123)   (937,739)
Other expense, net   (15,000)   (77,861)   (22,629)    
Income tax expense                
Income/(Loss) from discontinued operations, net of tax  $26,344   $366   $(1,458,752)  $(937,739)

 

Assets and liabilities of segments classified as held for sale in the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, consist of the following:

 

   March 31,
2026
   December 31,
2025
 
Assets          
Current assets:          
Cash and cash equivalents  $189,325   $353,355 
Accounts receivable, net   83,342    72,372 
Inventory   2,293,892    2,665,203 
Prepaid expenses and other current assets   219,666    215,986 
Intangible assets, net   1,072,762    1,072,762 
Deposits   9,798    28,243 
Total assets held for sale  $3,868,785   $4,407,921 
           
Liabilities          
Current liabilities:          
Accounts payable  $440,802   $854,889 
Accrued expenses   284,819    357,183 
Deferred revenue   1,167,559    1,399,969 
Total liabilities held for sale  $1,893,180   $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 Three Months
Ended March 31,
 
   2026   2025 
Net cash used in operating activities  $(343,389)  $(873,842)

 

8

 

 

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 loss as GAAP operating loss, adjusted to exclude, as applicable, certain expenses as presented in the table below:

 

   For the Three Months
Ended March 31,
 
   2026   2025 
Reconciliation:        
GAAP operating loss  $(6,133,648)  $(9,315,476)
Non-GAAP adjustments:          
Corporate costs not allocated to segments   (2,063,978)   (1,971,372)
Share-based compensation expense   (1,365,556)   (3,622,845)
Depreciation and amortization   (1,848,044)   (906,824)
Non-GAAP operating loss  $(856,070)  $(2,814,435)

 

   For the three months
ended March 31,
 
   2026   2025 
Revenue per headcount:  $173,583   $44,864 

 

9

 

FAQ

How did PSQH perform financially in Q1 2026?

PSQ Holdings reported net revenue from continuing operations of $8.2 million, up 167% year over year. Operating loss improved to $6.1 million, and non-GAAP operating loss narrowed to $0.9 million, reflecting both revenue growth and expense reductions.

Did PSQH remain profitable in the first quarter of 2026?

PSQ Holdings was not profitable in Q1 2026, posting a net loss of $6.5 million. Loss from continuing operations was $6.5 million, partially offset by $26,710 of income from discontinued operations compared to a larger loss a year earlier.

What cost-saving actions did PSQH take ahead of Q1 2026?

Over the prior two quarters, PSQ Holdings executed a comprehensive restructuring. It reduced staff by 41%, wound down its Marketplace segment, and cut corporate and contractor expenses, targeting about $8.0 million in annualized cash savings across the business.

How did PSQH’s efficiency metrics change in Q1 2026?

Efficiency improved significantly, with revenue per headcount rising to $173,583, a 287% jump from $44,864 a year earlier. Operating expenses fell 18%, and operating cash burn improved to $4.1 million from $6.4 million in the prior-year quarter.

What is PSQH’s liquidity position as of March 31, 2026?

As of March 31, 2026, PSQ Holdings had $10.1 million in cash and cash equivalents and $1.6 million in restricted cash. Total assets were $54.4 million, with total liabilities of $46.0 million, including revolving credit and convertible promissory notes.

How did discontinued operations affect PSQH’s Q1 2026 results?

Discontinued operations, including Marketplace and Brands, generated $26,710 of income in Q1 2026, versus a $2.4 million loss a year earlier. Revenues from these segments totaled $3.7 million combined, while related costs and operating expenses remained meaningful.

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