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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):
April 29, 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) |
515
W Aspen Street Suite 200C
Bozeman, Montana 59715 |
|
33401 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (754) 264-8701
(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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on April 1, 2026, James
Rinn provided notice to PSQ Holdings, Inc. (the “Company”) of his resignation from the position of Chief Financial Officer
of the Company, effective April 30, 2026. In connection therewith, on April 29, 2026, Mr. Rinn and the Company entered into a Severance
Agreement and General Release (the “Severance Agreement”), pursuant to which 83,333 of the 250,000 restricted stock units
(“RSUs”) granted to Mr. Rinn on July 11, 2025, that were due to vest on June 1, 2026, were accelerated and vested on April
30, 2026, and the remaining 166,667 unvested RSUs were forfeited. The Severance Agreement contains a general release in favor of
the Company and provides that Mr. Rinn will continue to abide by the restrictive covenants in his Non-Competition and Non-Solicitation
Agreement with the Company, including his agreement not to (i) solicit the Company’s employees, consultants or independent contractors
or (ii) compete with the Company, in each case for a period of one year following his separation from the Company.
The foregoing description of the Severance Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Severance Agreement, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
|
Description |
| 10.1 |
|
Severance Agreement and General Release, effective April 30, 2026, by and between the Company and James Rinn. |
| 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: May 4, 2026 |
By: |
/s/ Jim Giudice |
| |
Name: |
Jim Giudice |
| |
Title: |
Chief Legal Officer |