PSQ Holdings completes EveryLife asset sale
PSQH said it expects to achieve positive monthly operating cash flow in 2027.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
PSQ Holdings, Inc. (PSQH) completed the sale of certain assets comprising EveryLife, its direct-to-consumer diaper and baby-products brand, to FreeHold Brands, LLC for $5.5 million in total consideration, subject to customary adjustments. Consideration included $1.0 million in cash at closing and a $4.5 million seller note secured by EveryLife’s assets.
The company said the sale completes its transition to fintech and that it now operates exclusively in payments and consumer financing; it intends to use the proceeds to strengthen its balance sheet and fund growth initiatives. The note begins accruing interest at the prime rate on February 1, 2027, provides for a minimum monthly principal payment of $83,333, and requires remaining principal to be paid in full 12 months from the November 5, 2026 closing date. FreeHold Brands may exercise one or both of two successive 12-month extensions if, despite commercially reasonable efforts, it is unable to obtain bank financing sufficient to repay the note.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Major pointEveryLife sale closed for $5.5 million, subject to customary adjustments. 77% of market cap
Negative
- None.
Filing Explained
For the completed sale, the filing adds a recovery condition on the
8-K Event Classification
Key Figures
Key Terms
seller note financial
prime rate financial
Maturity Date financial
security interest financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much consideration did PSQH receive for EveryLife?
What are the repayment terms of PSQH’s EveryLife seller note?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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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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).
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Item 1.01. Entry into a Material Definitive Agreement.
On November 5, 2026 (the “Closing Date”), PSQ Holdings, Inc. (the “Company”), through its wholly owned subsidiaries EveryLife, Inc. and EveryLife Women, LLC (“EveryLife”), completed the sale (the “Transaction”) of certain of the Company’s assets that comprise EveryLife, a direct-to-consumer diaper and baby products brand, to FreeHold Brands, LLC, a Wyoming limited liability company (“Buyer”), pursuant to an Asset Purchase Agreement, dated July 28, 2025 (as amended, the “Purchase Agreement”), by and between EveryLife and Buyer. 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 assigned to the Buyer.
On the Closing Date, EveryLife and Buyer entered into a second amendment to the Purchase Agreement (the “Second Amendment”) providing for an adjustment to the purchase price, pursuant to which the Company received $1.0 million in cash and a $4.5 million seller note issued by the Buyer (the “Seller Note”). The Seller Note is secured by EveryLife’s assets, begins to accrue interest at the prime rate on February 1, 2027, and provides for a minimum monthly principal payment of $83,333, with any remaining principal due in full 12 months from the Closing Date (the “Maturity Date”), unless Buyer exercises one or both of its two successive options to extend the Maturity Date by 12 months per extension if, despite commercially reasonable efforts, Buyer is unable to obtain bank financing sufficient to repay the Seller Note.
The foregoing descriptions of the Purchase Agreement, the Second Amendment, and the Seller Note (together, the “Transaction Documents”) are a summary, do not purport to be complete, and are qualified by reference to the full text of the Transaction Documents. Copies of the Purchase Agreement, the Second Amendment, and the Seller Note are filed as Exhibits 10.1, 10.3 and 10.4, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
The Transaction Documents are described herein to provide investors with information regarding the terms of the Transaction. The representations, warranties and covenants contained in any Transaction Document were made solely for the purposes of such Transaction Document; 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 Transaction Documents 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 is subject to change after the date hereof, which subsequent information may or may not be reflected in the Company’s public disclosures.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 7.01. Regulation FD Disclosure.
On November 5, 2026, the Company issued a press release announcing the closing of the Transaction. 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 (incorporated herein by reference to the Company’s Current Report on Form 8-K filed on July 31, 2026). | |
| 10.2 | First Amendment to Asset Purchase Agreement, dated as of September 15, 2026, by and among EveryLife Inc., EveryLife Women, LLC and FreeHold Brands, LLC. | |
| 10.3* | Second Amendment to Asset Purchase Agreement, dated as of November 5, 2026, by and among EveryLife Inc., EveryLife Women, LLC and FreeHold Brands, LLC. | |
| 10.4 | Non-Negotiable Secured Promissory Note, issued by FreeHold Brands, LLC to EveryLife Inc. and EveryLife Women, LLC, dated November 5, 2026 | |
| 99.1 | Press Release dated November 5, 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 and 10.3 have been omitted and will be furnished supplementally to the Securities and Exchange Commission upon request.
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: November 5, 2026 | By: | /s/ James Giudice |
| Name: | James Giudice | |
| Title: | Chief Legal Officer | |
Exhibit 99.1
PSQ Holdings Completes Sale of EveryLife to FreeHold Brands
Transaction completes the Company’s transition to a focused fintech business; proceeds to strengthen the balance sheet and fund growth initiatives
BOZEMAN, Mont., -- November 5, 2026 -- PSQ Holdings, Inc. (NYSE: PSQH) (the “Company”) today announced that it has completed the previously announced sale of EveryLife, its direct-to-consumer baby products business, to FreeHold Brands for total consideration of $5.5 million, subject to customary adjustments.
“Closing the EveryLife sale completes our move to fintech,” said Dusty Wunderlich, Chairman and Chief Executive Officer. “Every dollar we invest, and every hour our team works, now goes exclusively toward the merchants and customers who rely on us for payments and financing. EveryLife has a good home with FreeHold Brands.”
The Company intends to use the proceeds to strengthen its balance sheet and fund growth initiatives across its fintech businesses. The sale is the final step in the Company’s effort over the last 12 months to refocus its core business on fintech offerings. With the transaction closed, the Company operates exclusively in payments and consumer financing.
The consideration consisted of $1.0 million in cash paid at closing and a $4.5 million promissory note secured by EveryLife's assets. Additional terms are described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission.
About PSQ Holdings, Inc.
PSQ Holdings (NYSE: PSQH) is a payments and financial infrastructure company. We build and operate payments and consumer financing infrastructure in highly regulated environments for industries underserved by traditional financial institutions, including businesses, campaigns, and nonprofits that depend on reliable, compliant solutions.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be identified by words such as “will,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “targets,” and similar expressions. Statements in this release regarding the repayment of the promissory note issued by FreeHold Brands, the anticipated use of proceeds from the sale of EveryLife, the Company’s expectation of achieving positive monthly operating cash flow in 2027, the sufficiency of the Company’s liquidity to fund its operations, and the Company’s strategy, focus, and growth prospects are forward-looking statements. These statements are based on management’s current expectations and are subject to risks, uncertainties, and changes in circumstances that could cause actual results to differ materially. These include the risk that the Company does not achieve positive operating cash flow when expected, that its cash resources prove insufficient to fund its operations, and that FreeHold Brands does not obtain financing or does not repay the note when due, in which case the Company’s recovery would depend on enforcement of its security interest and the value of the collateral. Other risks are described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its subsequent filings with the Securities and Exchange Commission. Except as required by law, the Company undertakes no obligation to update any forward-looking statement.
Investor Contact:
investment@publicsq.com
Media Contact:
pr@publicsq.com