PSQ Holdings CEO exits, control structure to unwind

PSQ Holdings, Inc. announced that founder Michael Seifert resigned as President, Chief Executive Officer, and director effective January 27, 2026, and the board appointed Dusty Wunderlich as the new Chief Executive Officer the same day.

Rhea-AI Filing Summary

PSQ Holdings, Inc. announced that founder Michael Seifert resigned as President, Chief Executive Officer, and director effective January 27, 2026, and the board appointed Dusty Wunderlich as the new Chief Executive Officer the same day. In connection with his departure, Seifert entered into a separation agreement under which he forfeited 1,000,000 shares of Class C common stock, accepted a 24-month non‑compete and non‑solicitation, and agreed to an 18‑month lockup on his remaining capital stock, limiting sales to 50,000 shares per month and 10,000 per day, subject to exceptions.

Because Seifert beneficially owns all Class C shares and currently controls approximately 50.63% of the company’s voting power, his resignation triggers an automatic conversion of all outstanding Class C shares into Class A shares at 5:00 p.m. New York City time on February 27, 2026. After this conversion, he will no longer hold majority voting control, PSQ will lose its “controlled company” status under NYSE rules, and it must transition to a majority‑independent board and fully independent nominating and compensation committees within prescribed NYSE timelines, with potential NYSE delisting risk if it fails to comply. The board size will be reduced from ten to nine directors.

Positive

• None.

Negative

• Loss of majority voting control and controlled company status: Automatic conversion of all Class C shares into Class A shares on February 27, 2026 will end Michael Seifert’s approximately 50.63% voting control and remove PSQ’s “controlled company” exemptions under NYSE governance rules.
• NYSE compliance and potential delisting risk: After losing controlled company status, PSQ must reach a majority‑independent board and fully independent nominating and compensation committees within NYSE timelines; the company warns there is no assurance it will satisfy these requirements, and failure could result in NYSE delisting.

Insights

Corporate governance and equity structure analyst

Founder exits CEO role, control structure unwinds, NYSE governance requirements tighten.

PSQ Holdings, Inc. is undergoing a major leadership and control shift. Michael Seifert resigned as President, CEO, and director on January 27, 2026, and the board appointed Dusty Wunderlich as Chief Executive Officer effective the same date. Seifert’s separation agreement includes forfeiture of 1,000,000 Class C shares, a 24‑month non‑compete and non‑solicitation, and an 18‑month lockup on his remaining capital stock with specific daily and monthly sale caps.

Seifert currently beneficially owns all Class C shares, which confer approximately 50.63% of the voting power under PSQ’s multi‑class structure. Under the Restated Certificate of Incorporation, his ceasing to serve as at least one of a director or officer causes every Class C share to convert into one Class A share at 5:00 p.m. New York City time on February 27, 2026. This removes his majority voting control and ends PSQ’s “controlled company” status under NYSE rules.

Once PSQ is no longer a controlled company, NYSE rules require a majority‑independent board within one year from the status change, at least one independent member on both nominating and compensation committees at the change date, majority‑independent committees within 90 days, and fully independent committees within one year. The company notes there can be no assurance it will meet these requirements and that failure could lead to NYSE delisting. Governance execution around board composition and committee independence over the next year, aligned with the February 27, 2026 status change, becomes a key structural focus for investors.

8-K Event Classification

4 items: 1.01, 3.03, 5.02, 7.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

PSQ Holdings reported that Michael Seifert resigned as President, Chief Executive Officer, and director effective January 27, 2026. The board simultaneously appointed Dusty Wunderlich as the new Chief Executive Officer, and the board size was reduced from ten to nine directors as of the same effective date.

How does Michael Seifert’s resignation affect PSQ Holdings (PSQH) voting control?

Michael Seifert beneficially owns all Class C shares, giving him about 50.63% of voting power. Under PSQ’s charter, his resignation triggers automatic conversion of all Class C shares into Class A shares on February 27, 2026, after which he will no longer hold majority voting control.

What are the key terms of Michael Seifert’s separation agreement with PSQ Holdings (PSQH)?

Under the separation agreement, Seifert forfeited 1,000,000 Class C shares, agreed to a 24‑month non‑compete and non‑solicitation, and accepted an 18‑month lockup on remaining capital stock, limiting sales to 50,000 shares per month and 10,000 per day, subject to specified exceptions.

Why will PSQ Holdings (PSQH) lose its NYSE controlled company status?

PSQ will lose controlled company status because Seifert’s resignation triggers conversion of all Class C shares into Class A shares on February 27, 2026, eliminating his majority voting control. Without a majority owner, PSQ no longer qualifies as a controlled company under NYSE corporate governance rules.

What NYSE corporate governance requirements will apply to PSQ Holdings (PSQH) after status changes?

After losing controlled company status, PSQ must have a majority‑independent board within one year, at least one independent member on nominating and compensation committees at the status change date, majority‑independent committees within 90 days, and fully independent committees within one year, per NYSE rules.

Does PSQ Holdings (PSQH) face any risk of NYSE delisting from these changes?

The company notes there can be no assurance it will meet NYSE independence requirements on the board and key committees within specified deadlines. It warns that failure to satisfy these governance standards could subject PSQ Holdings to potential delisting from the New York Stock Exchange.

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Accepted by SEC EDGAR 01/29/2026 - 07:35 AM Learn about SEC filing dates

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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 27, 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 1.01 Entry into a Material Definitive Agreement.

In connection with Michael Seifert’s departure described in Item 5.02 below, the Company and Mr. Seifert have entered into a separation and release of claims agreement, dated January 28, 2026 (the “Separation Agreement”). Under the Separation Agreement, Mr. Seifert forfeited 1,000,000 shares of Class C common stock. His remaining capital stock of the Company is subject to an 18-month lockup under which he may sell up to 50,000 shares per month and 10,000 shares per day, subject to certain exceptions. The Separation Agreement contains mutual general releases and provides that Mr. Seifert will not compete with the Company or solicit the Company’s employees or customers for 24 months.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Item 3.03. Material Modification to Rights of Security Holders

Michael Seifert beneficially owns all of the outstanding shares of the Class C common stock of PSQ Holdings, Inc. (the “Company”). Each holder of Class C common stock has the right to a number of votes (rounded up to the nearest whole number) per share of Class C common stock held of record by such holder as of the applicable record date equal to (i) (x) the total number of shares of Class A common stock entitled to vote on such matter as of the applicable record date, plus (y) 100; divided by (ii) the total number of shares of Class C common stock issued and outstanding as of the applicable record date. Consequently, since Mr. Seifert is the sole beneficial owner of the Class C common stock as of the date of this report, he possesses approximately 50.63% of the voting power of the Company’s common equity.

Under our Restated Certificate of Incorporation, at 5:00 p.m. New York City time on the 30^th day immediately following the day on which Mr. Seifert is no longer serving as at least one of a director or officer of the Company, each share of Class C common stock automatically converts into one share of Class A common stock. As described below in Item 5.02, on January 27, 2026, Mr. Seifert resigned from his positions with the Company. Thus, at 5:00 p.m. New York City time on February 27, 2026, all outstanding shares of Class C common stock will convert into shares of Class A common stock.

Following such conversion, Mr. Seifert will no longer possess a majority of the voting power of our common stock. Therefore, the Company will no longer be a “controlled company” under NYSE rules and will be required to comply with certain NYSE rules that govern corporate governance standards from which it was exempt as a controlled company. These include the requirement to have (i) a majority of independent directors, (ii) a nominating/corporate governance committee composed entirely of independent directors, and (iii) a compensation committee composed entirely of independent directors. NYSE rules mandate that the Company must satisfy the majority independent board requirement within one year of the date its status changed and have at least one independent member on its nominating committee and at least one independent member on its compensation committee by the date its status changes, at least a majority of independent members on each committee within 90 days of the date its status changes and fully independent committees within one year of the date its status changes. There can be no assurance that the Company will be able to satisfy such requirements. Failure to meet such requirements could subject the Company to delisting from the NYSE.

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

Resignation of Michael Seifert as Chief Executive Officer and Director

On January 27, 2026 (the “Effective Date”), Michael Seifert resigned from his positions of President and Chief Executive Officer of the Company and as a member of the board of directors of the Company (the “Board”). Mr. Seifert’s resignation was not the result of a disagreement between Mr. Seifert and the Company on any matter relating to the Company’s operation, policies, or practices.

Appointment of Dusty Wunderlich as Chief Executive Officer

On the Effective Date, the Board of the Company appointed Dusty Wunderlich to the role of Chief Executive Officer of the Company, effective as of January 27, 2026.

Mr. Wunderlich and the Company expect to enter into an Employment Agreement. 

Item 7.01 Regulation FD Disclosure.

Effective as of the Effective Date, the size of the Board will be reduced from ten to nine directors.

In addition, on January 29, 2026, the Company issued a press release announcing the resignation of Mr. Seifert and the appointment of Mr. Wunderlich, a copy of which 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 Item 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
99.1		Press Release, dated January 29, 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 29, 2026	By:	/s/ Jim Giudice
	Name:	Jim Giudice
	Title:	Chief Legal Officer