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CFO James Rinn accelerates RSUs in PSQ Holdings (NYSE: PSQH) exit

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PSQ Holdings, Inc. disclosed the severance terms for Chief Financial Officer James Rinn, who previously notified the company of his resignation effective April 30, 2026. In connection with his departure, the company and Mr. Rinn entered into a Severance Agreement and General Release effective April 30, 2026.

Under this agreement, 83,333 of 250,000 restricted stock units granted on July 11, 2025 that were scheduled to vest on June 1, 2026 instead vested on April 30, 2026, while the remaining 166,667 unvested RSUs were forfeited. Mr. Rinn also provides a general release in favor of the company and agrees to continue honoring his existing Non-Competition and Non-Solicitation Agreement, including not soliciting company personnel or competing with the company for one year after his separation.

Positive

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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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Accelerated RSUs 83,333 RSUs Portion of 250,000 RSUs that vested April 30, 2026
Original RSU grant 250,000 RSUs Granted to CFO on July 11, 2025, due to vest June 1, 2026
Forfeited RSUs 166,667 RSUs Unvested RSUs forfeited under Severance Agreement
Non-compete duration 1 year Post-separation period for non-compete and non-solicitation
Warrant exercise price $11.50 per share Exercise price of each redeemable warrant for Class A common stock
Common stock par value $0.0001 per share Par value of PSQ Holdings Class A common stock
restricted stock units financial
"250,000 restricted stock units (“RSUs”) granted to Mr. Rinn on July 11, 2025"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Severance Agreement and General Release financial
"entered into a Severance Agreement and General Release (the “Severance Agreement”)"
Non-Competition and Non-Solicitation Agreement financial
"restrictive covenants in his Non-Competition and Non-Solicitation Agreement with the Company"
emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
redeemable warrants financial
"Redeemable warrants, each whole warrant exercisable for one share"
A redeemable warrant is a tradable right that lets its holder buy a company’s shares at a fixed price before a set date, but the issuer has the contract power to cancel (redeem) the warrant early under agreed terms. For investors this matters because early redemption can force decision-making, change the timing of when new shares might be created, and affect potential gains or dilution—much like a store coupon that the issuer can cancel by paying you off instead of letting you use it.
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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

 

 

 

FAQ

What did PSQ Holdings (PSQH) disclose about CFO James Rinn’s departure?

PSQ Holdings disclosed that CFO James Rinn resigned effective April 30, 2026 and entered into a Severance Agreement and General Release. The agreement addresses accelerated vesting and forfeiture of restricted stock units and confirms his ongoing non-compete and non-solicitation obligations for one year.

How many PSQ Holdings RSUs vested and were forfeited under James Rinn’s severance?

Under the Severance Agreement, 83,333 of the 250,000 RSUs granted to James Rinn vested on April 30, 2026. The remaining 166,667 unvested RSUs that had been scheduled to vest on June 1, 2026 were forfeited in connection with his resignation.

What are the non-compete and non-solicitation terms for PSQH’s departing CFO?

James Rinn agreed to continue abiding by his existing Non-Competition and Non-Solicitation Agreement. He may not solicit PSQ Holdings’ employees, consultants or independent contractors, and may not compete with the company, for a period of one year following his separation from the company.

When were James Rinn’s PSQ Holdings RSUs originally scheduled to vest?

The 250,000 restricted stock units granted to James Rinn on July 11, 2025 were originally due to vest on June 1, 2026. Under the Severance Agreement, 83,333 of those RSUs instead vested earlier, on April 30, 2026, with the balance forfeited.

What is the nature of the Severance Agreement between PSQ Holdings and James Rinn?

The Severance Agreement and General Release provides for partial acceleration of James Rinn’s RSUs, forfeiture of the remainder, and a general release in favor of PSQ Holdings. It also confirms that he will honor existing restrictive covenants regarding competition and solicitation for one year after leaving.

What securities of PSQ Holdings (PSQH) are listed on the New York Stock Exchange?

PSQ Holdings lists its Class A common stock, par value $0.0001 per share, under the symbol PSQH. It also lists redeemable warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50, under the symbol PSQH.WS.

Filing Exhibits & Attachments

5 documents