PSQ Holdings (NYSE: PSQH) plans $5.5M sale of EveryLife unit
Rhea-AI Filing Summary
PSQ Holdings, Inc. is divesting its EveryLife direct-to-consumer diaper and baby products brand under an Asset Purchase Agreement with FreeHold Brands, LLC, selling the related assets for gross proceeds of $5.5 million in cash, subject to customary adjustments. The Purchased Assets include inventory, tangible property, e-commerce storefronts, customer and subscriber data, business records, related intellectual property and certain assigned contracts.
The transaction is expected to close by September 30, 2026, subject to customary closing conditions. EveryLife has been reported as discontinued operations since the third quarter of 2025, so the sale is expected to have no impact on continuing operations. Company leadership describes the deal as delivering non-dilutive cash to the balance sheet, completing the exit from direct-to-consumer products and allowing a tighter focus on the core payments and financial infrastructure business, including credit and payments offerings for highly regulated industries.
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Filing Explained
The disclosed
8-K Event Classification
Key Figures
Key Terms
Asset Purchase Agreement regulatory
discontinued operations financial
direct-to-consumer market
non-dilutive cash financial
forward-looking statements regulatory
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FAQ
What asset sale did PSQ Holdings (PSQH) agree to involving EveryLife?
How much cash will PSQ Holdings (PSQH) receive from the EveryLife divestiture?
When is the EveryLife transaction for PSQ Holdings (PSQH) expected to close?
How does selling EveryLife change PSQ Holdings’ (PSQH) business focus?
Will the EveryLife sale affect PSQ Holdings’ (PSQH) continuing operations?
Who is buying EveryLife from PSQ Holdings (PSQH)?
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
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Item 1.01. Entry into a Material Definitive Agreement.
On July 28, 2025, PSQ Holdings, Inc. (the “Company”), through its wholly owned subsidiaries EveryLife, Inc. and EveryLife Women, LLC (“EveryLife”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with FreeHold Brands, LLC, a Wyoming limited liability company (“Buyer”), for the sale of certain of the Company’s assets that comprise EveryLife, its direct-to-consumer diaper and baby products brand, for gross proceeds of $5.5 million in cash, subject to customary adjustments. These assets include, but are not limited to, EveryLife’s inventory, tangible personal property, e-commerce storefronts and digital accounts, customer and subscriber data, business records, related intellectual property, and certain contracts to be assigned to the Buyer (the “Purchased Assets”). The closing of the transaction contemplated by the Purchase Agreement is expected to occur by September 30, 2026, subject to customary closing conditions.
The foregoing description of the Purchase Agreement is a summary, does not purport to be complete, and is qualified by reference to the full text of the Purchase Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
The Purchase Agreement is described herein to provide investors with information regarding the terms of the transaction. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the purposes of the Purchase Agreement; were made only as of specified dates and do not reflect subsequent information; were made solely for the benefit of the parties thereto; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures that modify, qualify and create exceptions to such representations, warranties and covenants; were made for the purposes of allocating risk between the parties thereto instead of establishing matters of fact; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties, their affiliates or their respective businesses. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be reflected in the Company’s public disclosures.
Item 7.01. Regulation FD Disclosure.
On July 28, 2026, the Company issued a press release in connection with the matters discussed in this Current Report on Form 8-K. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit | Description | |
| 10.1* | Asset Purchase Agreement, dated as of July 28, 2026, by and among EveryLife Inc., EveryLife Women, LLC and FreeHold Brands, LLC | |
| 99.1 | Press Release dated July 28, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Pursuant to Item 601(a)(5) of Regulation S-K, the exhibits and schedules to Exhibit 10.1 have been omitted from this report and will be furnished supplementally to the Securities and Exchange Commission upon request.
Forward-Looking Statements
All statements in this Current Report on Form 8-K (including Exhibit 99.1), other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. Such forward-looking statements include, but are not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the Company, including the proposed divesture of the EveryLife Purchased Assets and the anticipated timing thereof. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, due to the risk that the conditions to closing may not be satisfied or other external factors. Recipients are cautioned not to put undue reliance on forward-looking statements. See the Company’s other filings with the Securities and Exchange Commission for a discussion of other risks and uncertainties. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PSQ Holdings, Inc. | ||
| Date: July 31, 2026 | By: | /s/ James Giudice |
| Name: | James Giudice | |
| Title: | Chief Legal Officer | |
Exhibit 99.1
PSQ Holdings Announces Agreement to Sell EveryLife for $5.5 Million in Cash
The pending all-cash divestiture is expected to deliver non-dilutive capital and advance the Company's exit from direct-to-consumer commerce as it sharpens its focus as a payments and financial infrastructure company
BOZEMAN, Mont.--(BUSINESS WIRE)-- PSQ Holdings, Inc. (NYSE: PSQH) ("PSQH" or the "Company") announced today that it has entered into a definitive agreement to sell EveryLife, its direct-to-consumer diaper and baby products brand, to FreeHold Brands, LLC, for gross proceeds of $5.5 million in cash, before transaction fees and customary adjustments. The transaction is expected to close by September 30, 2026, subject to customary closing conditions.
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.
"We are a payments and financial infrastructure company. The signing of this agreement marks an important step in our plan to keep our focus on the core fintech business while monetizing an asset that is no longer central to our long-term goals,” commented Dusty Wunderlich, Chairman and CEO of PSQ Holdings. “EveryLife is a good business, with a real mission, and people who care deeply about combining the two. EveryLife belongs with an owner whose company is built for maximizing both. We believe that after closing, FreeHold Brands can provide that home. For our shareholders, this transaction is simple: non-dilutive cash on the balance sheet, less cost, and undivided attention on our core fintech offerings: credit and payments."
Transaction Highlights
The completion of the sale would deliver non-dilutive cash to the Company's balance sheet, further strengthening its capital position without issuing equity. It would also complete the Company’s divestiture of its direct-to-consumer products division. This continues streamlining an already lean, highly capable organization built around, and now exclusively focusing on, a core fintech business providing a singular payments and consumer financing platform for highly regulated industries. Because EveryLife has been classified within discontinued operations, the transaction is expected to have no impact on the Company's continuing operations.
FullSend Partners acted as financial advisor to the Company in connection with the transaction.
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.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected timing and ability to complete the transaction, the anticipated use of proceeds, and the expected benefits of the transaction to the Company. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, including the risk that closing conditions are not satisfied, that the transaction does not close on the anticipated timeline or at all, and other risks described in the Company's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statements except as required by law.
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Source: PSQ Holdings, Inc.