PSQ Holdings (PSQH) names new chairman and COO, adds Lead Independent Director

Rhea-AI Filing Summary

PSQ Holdings, Inc. reported board and executive leadership changes effective January 6, 2026. Dusty Wunderlich stepped down as Chief Strategy Officer to become Chairman of the Board, replacing Michael Seifert, who remains President and Chief Executive Officer. The Board also created a new Lead Independent Director role and appointed Blake Masters.

Wunderlich’s chairman compensation includes a $160,000 annual cash retainer plus two annual restricted stock unit grants valued at $150,000 each. Blake Masters will receive an additional annual RSU grant valued at $150,000 for his new role.

Michael Hebert moved from Chief Operating Officer to Senior Vice President, People, and Michael Perkins was appointed Chief Operating Officer. Perkins’ employment agreement provides a $300,000 base salary, eligibility for an annual discretionary bonus of up to 30% of base salary, and defined severance and change‑in‑control benefits, including salary, bonus-related payments, and up to six months of COBRA health coverage under specified termination scenarios. The company also issued a press release with preliminary financial and operating estimates for the quarter and year ended December 31, 2025.

Insights

Corporate governance and compensation analyst

PSQ Holdings reshapes board and operating leadership while formalizing COO pay and protections.

PSQ Holdings is concentrating leadership by moving Dusty Wunderlich from Chief Strategy Officer to Chairman and keeping Michael Seifert as President and CEO. This separates strategic oversight (board chair) from day‑to‑day operations while preserving continuity at the top executive role. Adding a Lead Independent Director role for Blake Masters introduces a clearer independent oversight function on the board.

On the operating side, Michael Perkins becomes Chief Operating Officer after serving as President of Payments, bringing financial technology experience into a broader remit. His employment agreement locks in a $300,000 base salary and an annual bonus opportunity up to 30% of base salary, aligning part of his pay with performance. The agreement also sets explicit severance and change‑in‑control terms, including salary and bonus‑based payments and up to six months of COBRA coverage, which can help recruit and retain senior talent but may increase fixed obligations if leadership changes occur.

The company also released a press release on selected preliminary financial and operating estimates for the quarter and year ended December 31, 2025, tying these leadership changes to a broader business update. Subsequent disclosures in company communications will show how the new governance and operating structure functions over future reporting periods.

8-K Event Classification

4 items: 2.02, 5.02, 7.01, 9.01

4 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 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.

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FAQ

What leadership changes did PSQ Holdings (PSQH) announce in this 8-K?

PSQ Holdings announced that Dusty Wunderlich became Chairman of the Board after stepping down as Chief Strategy Officer, replacing Michael Seifert as chairman. Seifert remains the company’s President and Chief Executive Officer. The company also created a Lead Independent Director role and appointed Blake Masters to that position.

How is the new Chairman of PSQ Holdings compensated?

As Chairman of the Board, Dusty Wunderlich will receive an annual cash retainer of $160,000, payable in twelve monthly installments of $13,333.33, in addition to director compensation. He will also receive two annual grants of restricted stock units (RSUs), each with a value of $150,000—one annual RSU grant and one additional RSU grant for his service specifically as Chairman.

What compensation changes apply to Blake Masters as Lead Independent Director of PSQH?

Blake Masters, as Lead Independent Director, will receive an additional annual RSU grant with a value of $150,000 for his service in that role. This is on top of the compensation he already receives as a director on the PSQ Holdings board.

Who is the new Chief Operating Officer of PSQ Holdings (PSQH) and what is his background?

Michael Perkins was appointed Chief Operating Officer effective January 6, 2026. He has about 20 years of financial technology experience and joined PSQ Holdings on October 13, 2025 as President of Payments. Before that, he held leadership roles at LoanPaymentPro and its parent Nuvei Technologies, Inc., including President of LoanPaymentPro and Senior Vice President roles focused on merchant services and partnerships.

What are the key terms of Michael Perkins’ employment agreement with PSQ Holdings?

Under his employment agreement as Chief Operating Officer, Michael Perkins will receive an annual base salary of $300,000 and is eligible for an annual discretionary performance bonus of up to 30% of base salary. If his employment is terminated without Cause or he resigns with Good Reason, the agreement provides for salary or lump‑sum payments, bonus‑linked amounts, and up to six months of COBRA health continuation, with enhanced benefits if the termination occurs within a defined change‑in‑control period.

Did PSQ Holdings disclose any financial information in connection with these leadership changes?

Yes. PSQ Holdings stated that it issued a press release on January 7, 2026 providing selected preliminary financial and operating estimates for the quarter and year ended December 31, 2025. The press release was furnished as an exhibit and also discussed the leadership transitions described in this report.

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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): January 6, 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)		(Zip Code)

Registrant’s telephone number, including area code: (877) 776-2402

(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 January 7, 2026, PSQ Holdings, Inc. (the “Company”) issued a press release (i) providing selected preliminary financial and operating estimates for the quarter and year ended December 31, 2025, and (ii) announcing leadership transitions of the board of directors of the Company (the “Board”) and executive roles as discussed in Item 5.02 below. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Chairman of the Board of Directors; Departure of Chief Strategy Officer

On January 6, 2026 (the “Effective Date”), Dusty Wunderlich stepped down as Chief Strategy Officer of the Company to assume the role of Chairman of the board of directors of the Company (the “Board”). Mr. Wunderlich replaces Michael Seifert, who has stepped down as Chairman of the Board, effective as of the Effective Date. Mr. Seifert will remain President and Chief Executive Officer of the Company.

In addition to the compensation he will receive as a director of the Board, Mr. Wunderlich will receive, in connection with his service as Chairman of the Board, (i) an annual cash retainer for his service of $160,000, payable in arrears in twelve equal monthly installments of $13,333.33, on the first day of each month (and prorated for any partial month of service); (ii) an annual grant of restricted stock units (“RSUs”) with a value of $150,000, and (iii) an annual grant of RSUs for service as Chairman of the Board with a value of $150,000.

Appointment of Blake Masters as Lead Independent Director

On the Effective Date, the Company created a new Lead Independent Director role on the Board and appointed Blake Masters as Lead Independent Director. In addition to the compensation he receives as a current director of the Board, Mr. Masters will receive an annual grant of RSUs for his service as Lead Independent Director with a value of $150,000.

Appointment of New Chief Operating Officer

On the Effective Date, Michael Hebert stepped down from his role as Chief Operating Officer of the Company and has assumed the role of Senior Vice President, People. The Board has appointed Michael Perkins to the role of Chief Operating Officer, effective as of the Effective Date.

Michael Perkins, 43, has 20 years of financial technology experience and has been employed with the Company since October 13, 2025 as President of Payments. Prior to this role, he served concurrently, from January 2025 until October 2025, as President of LoanPaymentPro, a merchant services and technology firm in the debt repayment sector and wholly owned subsidiary of Nuvei Technologies, Inc. (“Nuvei”) and Senior Vice President – LoanPaymentPro of Nuvei. Mr. Perkins was previously employed as Senior Vice President of LoanPaymentPro from January 2020 to January 2025, and was simultaneously employed as Senior Vice President – LPP Partnerships with Nuvei.

There are no arrangements or understandings between Mr. Perkins and other persons pursuant to which he was selected as Chief Operating Officer. Mr. Perkins does not have a family relationship with any director or executive officer of the Company. Mr. Perkins has not engaged in any transaction with the Company that would be reportable as a related party transaction under Item 404(a) of Securities and Exchange Commission Regulation S-K.

Employment Agreement with Michael Perkins

In connection with his appointment as Chief Operating Officer, Mr. Perkins executed an employment agreement (the “Employment Agreement”) with the Company, pursuant to which Mr. Perkins will begin serving as the Company’s Chief Operating Officer effective as of the Effective Date. The Employment Agreement provides for the at-will employment of Mr. Perkins at an annual base salary of $300,000 and that he will be eligible to receive an annual discretionary performance bonus of up to 30% of his annual base salary, based on his performance and the Company’s attainment of its targeted goals, in the Company’s sole discretion, as well as his ability to participate in our employee benefit plans generally on the same basis as other similarly situated employees.

The Employment Agreement provides that if his employment is terminated either (i) by us without Cause or (ii) by him with Good Reason (each as defined in the Employment Agreement), in either case within the Change in Control Period, then Mr. Perkins will be entitled to receive, subject to his execution and nonrevocation of a release of claims in our favor and compliance with all post-employment obligations under law or any restrictive covenant agreement with us or any of our affiliates, (a) a lump sum payment of (x) six months of base salary and (y) an amount equal to 1.25 times his target bonus for the year of termination (or, if higher, his target bonus immediately prior to the Change in Control), (b) a lump sum payment equal to 100% of his target bonus for the year of termination (or, if higher, based on the target bonus immediately prior to the Change in Control) pro-rated based on the number of days he was employed during the calendar year in which his termination occurs, (c) COBRA health continuation for up to six months following his termination date or until he has secured other employment or is no longer eligible for coverage under COBRA, whichever occurs first. The Employment Agreement also provides that if his employment is terminated either (i) by us without Cause or (ii) by him with Good Reason, in either case outside the Change in Control Period, then Mr. Perkins will be entitled to receive, subject to his execution and nonrevocation of a release of claims in our favor and compliance with all post-employment obligations under law or any restrictive covenant agreement with us or any of our affiliates, (a) base salary continuation for a period of six months, (b) a lump sum payment equal to 100% of the bonus he would have been paid for the year of termination based on actual performance, pro-rated based on the number of days he was employed during the calendar year in which his termination occurs, and (c) COBRA health continuation for up to six months. The Employment Agreement also provides for a modified Section 280G “cutback” such that payments or benefits that Mr. Perkins receives in connection with a change in control will generally be reduced to the extent necessary to avoid or mitigate the imposition of any excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, if such reduction would result in a greater after-tax payment amount to Mr. Perkins, subject to certain terms and conditions in the Employment Agreement.

The foregoing descriptions of the Employment Agreement does not purport to be complete and is qualified in their entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

The press release dated January 7, 2026 is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.

The information in Items 2.02 and 7.01 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.

All statements in the press release, 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. 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. 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

Exhibit		Description
10.1		Employment Agreement, between PSQ Holdings, Inc. and Michael Perkins, effective as of January 6, 2026
99.1		Press Release, dated January 7, 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: January 7, 2026	By:	/s/ Michael Seifert
	Name:	Michael Seifert
	Title:	President and Chief Executive Officer