PSQ Holdings (NYSE: PSQH) touts 2025 growth but receives NYSE non-compliance notice
Rhea-AI Filing Summary
PSQ Holdings, Inc. reported strong preliminary results for 2025 while disclosing a listing compliance issue with the New York Stock Exchange. The company highlighted preliminary fourth-quarter revenue growth of 109%, full-year revenue growth of 81%, and a 27% reduction in full-year operating expenses, all excluding discontinued operations. Management also cited a 43% reduction in net loss and tighter cash discipline, emphasizing improved unit economics and lower cash burn as it scales its payments and financial infrastructure platform.
Separately, PSQ received notice from the NYSE on February 10, 2026 that it is not in compliance with listing standards for minimum total market capitalization, stockholders’ equity, and average share price. The stock is not being immediately delisted. PSQ plans to submit a business plan within 45 days to regain compliance with the market capitalization and equity standard within 18 months and has up to six months to meet the minimum $1.00 average closing share price requirement.
Positive
- Substantial revenue and efficiency gains: Preliminary 2025 results show fourth-quarter revenue growth of 109%, full-year revenue growth of 81%, and a 27% reduction in full-year operating expenses, with net loss reduced by 43%, indicating meaningful operating improvement and stronger cost discipline.
Negative
- Material NYSE listing compliance risk: The company is out of compliance with NYSE Rules 802.01B and 802.01C on minimum total market capitalization, stockholders’ equity, and average closing price, creating a defined risk of suspension and delisting if its remediation plan is not accepted or successfully executed.
Insights
Preliminary operating improvements are offset by a material NYSE listing compliance risk.
PSQ Holdings is showing early signs of operational progress. Preliminary 2025 figures point to fourth-quarter revenue growth of
At the same time, the company received a New York Stock Exchange notice on
PSQ intends to submit a business plan within 45 days that targets compliance with Rule 802.01B within
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 2.02 Results of Operations and Financial Condition.
On February 17, 2026, PSQ Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing the Company’s preliminary financial results for the quarter and year ended December 31, 2025. A copy of this news release issued by the Company 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 10, 2026, the Company received written notice from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with the NYSE Listed Company Manual (i) Rule 802.01B, relating to the Company’s required minimum total market capitalization over a consecutive 30 trading-day period and minimum stockholders equity, and (ii) Rule 802.01C, relating to the minimum average closing price of the Company’s Class A common stock, par value of $0.0001 per share (the “Common Stock”), required over a consecutive 30 trading-day period.
The notice does not result in the immediate delisting of the Company’s Common Stock from the NYSE.
The Company intends to notify the NYSE within 10 business days of its intent to submit a business plan to address its non-compliance with Rule 802.01B and its intent to cure its non-compliance with Rule 802.01C. The Company also intends to respond to the NYSE within 45 days with a business plan that demonstrates compliance with Rule 802.01B within 18 months of receipt of the notice. If the NYSE accepts the business plan, the Company will be subject to quarterly monitoring for compliance with the business plan. If the Company fails to comply with the business plan or the NYSE does not accept the business plan, the NYSE may commence suspension and delisting procedures.
The Company can regain compliance with Rule 802.01C at any time within the six-month cure period if, on the last trading day of any calendar month during the cure period, the Common Stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. The Company intends to consider available alternatives to regain compliance.
On February 17, 2026, the Company issued a press release with respect to the receipt of the notice of non-compliance from the NYSE. A copy of this news release issued by the Company is attached hereto as Exhibit 99.2.
Forward-Looking Statements
All statements in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2) 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 Company’s ability to regain compliance with the NYSE Listed Company Manual. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibits | Description | |
| 99.1 | Press Release Regarding Preliminary Financial Results, dated February 17, 2026. | |
| 99.2 | Press Release Regarding NYSE Notice, dated February 17, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: February 17, 2026 | By: | /s/ Dusty Wunderlich |
| Name: | Dusty Wunderlich | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
PSQ Holdings, Inc. Announces Preliminary Fourth Quarter and Year-End 2025 Financial Results, Highlighting Operating Improvements and Strengthened Cash Discipline
Fourth Quarter Revenue Growth of 109%
Full-Year Revenue Growth of 81%
Full-Year Operating Expense Reduction of 27%
WEST PALM BEACH, Fla. — February 17, 2026 — PSQ Holdings, Inc. (NYSE: PSQH) (the “Company”), a payments and financial infrastructure company, today announced certain preliminary, unaudited financial results for the fourth quarter and full year ended December 31, 2025. The Company expects to release full, audited financial results and file its Annual Report on Form 10-K for the year ended December 31, 2025 in mid-March 2026.
Fourth
Quarter 2025 Financial Highlights*
(Preliminary and unaudited; excludes discontinued operations)
| · | Net revenue of $7.3 million, compared to $3.5 million in the fourth quarter of 2024, representing 109% year-over-year growth |
| · | Operating expenses decreased by $1.3 million, or 11%, compared to the prior year period |
| · | Net loss of $7.3 million, an improvement of $10.7 million, or 60%, compared to a net loss of $18.0 million in the fourth quarter of 2024 |
Full Year
2025 Financial Highlights*
(Preliminary and unaudited; excludes discontinued operations)
| · | Net revenue of $18.2 million, compared to $10.1 million for full-year 2024, representing 81% year-over-year growth |
| · | Operating expenses decreased by $10.3 million, or 27%, compared to full-year 2024 |
| · | Net loss of $24.9 million, an improvement of $18.7 million, or 43%, compared to $43.6 million in 2024 |
| · | Loss per share improved to $(0.55) compared to $(1.36) for 2024, a 60% year-over-year improvement |
| · | Cash and cash equivalents of $15.8 million as of December 31, 2025, including $1.1 million of restricted cash |
Dusty Wunderlich, Chairman & CEO of PSQ Holdings, commented, “2025 was a strong year for PSQ Holdings. We delivered 81% revenue growth while reducing both operating loss by 27% and net loss by 43%, reflecting stronger execution and increased financial discipline. We also made meaningful strides in reducing our cost structure, improving capital efficiency, and lowering cash usage, while continuing to scale our payments and financial infrastructure platform. As we enter 2026, we do so with growing momentum and a sharply focused plan to build on this progress.
These preliminary results reflect continued execution across our platform and the early impact of tighter operating discipline, coupled with the use of AI as a force multiplier. We are leveraging advanced tools to accelerate execution, increase efficiency, and enhance our operational tempo. Our priorities are clear: improve unit economics, execute with discipline, strengthen the balance sheet, and reduce cash burn. We intend to rebuild trust the right way, through consistent performance and a credible path to profitability.”
Recent Business Highlights
(excludes discontinued operations)
| · | Operating Expense Reduction Plan Executed - As part of an ongoing strategic reorganization, in 2025 the Company took steps to streamline operations, reduce overhead, and align resources with its Financial Technology platform. These actions drove a 27% year-over-year reduction in operating expenses for full-year 2025, meaningfully lowered cash usage, and are expected to continue to drive greater efficiency in 2026. |
| · | Strategic Simplification and Focus on Financial Technology - During 2025, the Company initiated plans to monetize its non-core Brands and Marketplace businesses, enabling sharper focus on its core payments, consumer financing, and fundraising infrastructure operations. These segments are reflected as discontinued operations and are excluded from the results presented above. |
| · | Capital and Liquidity Management - The Company ended 2025 with $15.8 million in cash, including restricted cash. Management remains focused on disciplined capital allocation and maintaining flexibility to fund growth initiatives within its Financial Technology segment. |
| · | Payments and Originations Growth - The Company continued scaling its payments infrastructure throughout 2025, driving significant revenue expansion. Within its consumer financing platform, originations improved sequentially in the fourth quarter as strategic initiatives implemented earlier in the year gained traction. |
| · | Underwriting Enhancements and AI Deployment - The Company continued rolling out enhanced underwriting standards and machine-learning models designed to improve credit performance, strengthen portfolio quality, and support long-term profitability. |
*Note: Beginning with the third quarter 2025 reporting period both the Brands and Marketplace business segments are shown as discontinued operations in the Company’s financial statements. Full-year 2025 preliminary financial results (unaudited) including discontinued operations, are shown below:
| · | Net loss of $36.6 million compared to $57.7 million in 2024 |
| · | Loss per share of $(0.80) compared to $(1.80) for 2024 |
| · | Cash and cash equivalents of $16.1 million as of December 31, 2025, including $1.2 million of restricted cash |
Preliminary Results Disclaimer
These preliminary selected financial results are unaudited and subject to adjustment. The Company plans to report its final and complete fourth quarter and full-year 2025 financial results in mid-March 2026. The Company has not completed its financial closing procedures for the quarter or year ended December 31, 2025, and its actual results could differ materially from these preliminary financial results.
About PSQ Holdings
PSQ Holdings, Inc. (NYSE: PSQH) is a payments and financial infrastructure company. The Company builds and operates 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.
Forward-Looking Statements
Statements contained in this press release regarding matters that are not historical or current facts, such as statements relating to the Company’s future business strategy, operating plans, financial performance, liquidity, capital allocation, and path to profitability, are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. Certain of these risk factors and others are described in the “Risk Factors” section within reports filed by the Company with the Securities and Exchange Commission. The forward-looking statements included in this press release are made only as of the date hereof. The Company expressly disclaims any obligation to update any forward-looking statements except as required by law.
Investor
Contact:
investment@publicsquare.com
Media
Contact:
pr@publicsquare.com
Exhibit 99.2
PSQ Holdings, Inc. Receives NYSE Notice Regarding Non-Compliance with Continued Listing Standards
WEST PALM BEACH, Fla. — February 17, 2026 — On February 10, 2026, PSQ Holdings, Inc. (NYSE: PSQH) (the “Company”) received written notice from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with the NYSE Listed Company Manual (i) Rule 802.01B, relating to the Company’s required minimum total market capitalization over a consecutive 30 trading-day period and minimum stockholders equity, and (ii) Rule 802.01C, relating to the minimum average closing price of the Company’s Class A common stock required over a consecutive 30 trading-day period. The notice does not result in the immediate delisting of the Company’s Class A common stock from the NYSE.
The Company remains focused on continued execution across its platform, including improving unit economics, executing with discipline, strengthening its balance sheet, and reducing cash burn. The Company shared its preliminary fourth quarter and year-end 2025 financial results earlier today, highlighting operating improvements and strengthened cash discipline.
The Company intends to notify the NYSE within 10 business days of its intent to submit a business plan to address its non-compliance with Rule 802.01B and its intent to cure its non-compliance with Rule 802.01C. The Company also intends to respond to the NYSE within 45 days with a business plan that demonstrates compliance with Rule 802.01B within 18 months of receipt of the notice. If the NYSE accepts the business plan, the Company will be subject to quarterly monitoring for compliance with the business plan. If the Company fails to comply with the business plan or the NYSE does not accept the business plan, the NYSE may commence suspension and delisting procedures.
The Company can regain compliance with Rule 802.01C at any time within the six-month cure period if, on the last trading day of any calendar month during the cure period, the Company’s Class A common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. The Company intends to consider available alternatives to regain compliance.
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.
Forward-Looking Statements
Statements contained in this press release regarding matters that are not historical or current facts, such as statements relating to the Company’s ability to regain compliance with the NYSE Listed Company Manual, are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties, and other factors which may cause the results of the Company to be materially different than those expressed or implied in such statements. Certain of these risk factors and others are described in the “Risk Factors” section within reports filed by the Company with the Securities and Exchange Commission. Other unknown or unpredictable factors could also have material adverse effects on the Company’s future results. The forward-looking statements included in this letter are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance, or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company expressly disclaims any intent or obligation to update any forward-looking statements to reflect subsequent events or circumstances.
Investors Contact:
investment@publicsquare.com
Media Contact:
pr@publicsquare.com
FAQ
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Filing Exhibits & Attachments
6 documentsPress Releases
