PSQ Holdings (NYSE: PSQH) cuts share count with 1-for-15 reverse split
Rhea-AI Filing Summary
PSQ Holdings, Inc. implemented a 1-for-15 reverse stock split of its Class A common stock, approved by stockholders and effected at 12:01 a.m. Eastern Time on July 13, 2026. Each fifteen shares outstanding were reclassified into one share, with no fractional shares issued; eligible holders instead receive a cash payment for fractional interests.
The company states that the split is intended to increase the per-share price to maintain New York Stock Exchange listing standards and better align with fintech peers and institutional ownership thresholds, as well as support potential FTSE Russell index eligibility. Outstanding Class A shares will be reduced from 50,349,974 to approximately 3,356,664, with proportional adjustments to equity awards and warrants, including warrant terms changing to 1/15th of a share at a $172.50 exercise price. Stockholders also approved an amendment to increase the 2023 Stock Incentive Plan share reserve by 1,000,000 shares and elected three Class III directors, ratified UHY LLP as auditor, and approved the reverse split and plan at the annual meeting, where 29,243,077 of 49,946,333 eligible votes were represented.
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Insights
Reverse split is a structural move to support NYSE compliance and potential index eligibility.
PSQ Holdings effected a 1-for-15 reverse stock split, reducing outstanding Class A shares from 50,349,974 to about 3,356,664. This consolidates the share count but is described as leaving each stockholder’s proportional ownership and economic value unchanged, aside from cash in lieu of fractional shares.
The company explicitly links the split to meeting the NYSE minimum share-price requirement and better aligning its per-share price with fintech peers and institutional investment policies. It also targets FTSE Russell’s $1.00 minimum closing price threshold, while noting index inclusion still depends on market capitalization and other criteria evaluated on the index rank date.
Stockholders approved the split and an additional 1,000,000 shares for the Amended and Restated 2023 Stock Incentive Plan. Proportional adjustments apply to equity awards and public warrants, whose exercise terms shift from one share at $11.50 to 1/15 of a share at $172.50. The overall impact is primarily structural and focused on listing standards and potential investor-base expansion.
8-K Event Classification
Key Figures
Key Terms
reverse stock split financial
broker non-votes financial
CUSIP number financial
equity awards financial
index eligibility financial
FAQ
What did PSQH approve regarding its stock structure in this Form 8-K?
When does PSQH’s reverse stock split take effect and when does split-adjusted trading begin?
What changes were made to PSQH’s 2023 Stock Incentive Plan?
How did PSQH stockholders vote on the reverse stock split proposal?
What is the impact of the reverse split on PSQH’s public warrants?
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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Item 3.03. Material Modifications to Rights of Security Holders.
The disclosure required by this Item 3.03 is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02. Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed under Item 5.07 of this Current Report on Form 8-K, on July 9, 2026, the stockholders of PSQ Holdings, Inc. (the “Company”) approved the Amended and Restated 2023 Stock Incentive Plan (the “Plan”) to increase the total number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock”), authorized for issuance under the Plan by 1,000,000 shares, add provisions for performance-based awards, and make other clarifying updates. The Plan was previously approved and adopted by the Company’s Board of Directors on May 29, 2026, subject to approval by the Company’s stockholders. A copy of the Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As disclosed under Item 5.07 of this Current Report on Form 8-K, on July 9, 2026, at the Company’s 2026 annual meeting of stockholders (the “Annual Meeting”), the stockholders of the Company approved an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding Class A common stock at a reverse stock split ratio ranging from any whole number between 1-for-5 and 1-for-15, subject to and as determined by the Company’s Board of Directors (the “Reverse Stock Split Proposal”). The Reverse Stock Split Proposal was Proposal 3 in the Company’s definitive proxy statement for the Annual Meeting filed with the SEC on June 11, 2026. The Company’s Board of Directors determined to effect the reverse stock split at a final split ratio of 1-for-15 (the “Reverse Stock Split”). On July 10, 2026, the Company filed a Certificate of Amendment to the Restated Certificate of Incorporation with the Delaware Secretary of State to effect the Reverse Stock Split, effective at 12:01 a.m. Eastern Time on July 13, 2026 (the “Effective Time”).
At the Effective Time, each fifteen shares of Class A common stock issued and outstanding immediately prior to the Effective Time will automatically be reclassified, combined and converted into one validly issued, fully paid and non-assessable share of Class A common stock, subject to the treatment of fractional share interests as described below. Proportional adjustments will be made to the number of shares of Class A common stock subject to outstanding equity awards and warrants, as well as the applicable exercise price.
Following the Effective Time, the Company expects the Class A common stock to continue to be traded on the New York Stock Exchange (“NYSE”) on a split-adjusted basis when the market opens on July 13, 2026, under a new CUSIP number, 693691 206.
No fractional shares will be issued in connection with the Reverse Stock Split. Instead, any holder of Class A common stock who would have been entitled to receive a fractional share of Class A common stock as a result of the Reverse Stock Split will instead receive a cash payment equal to the product obtained by multiplying (a) the closing price per share of the Company’s Class A common stock on the effective date for the Reverse Stock Split as reported on the NYSE, after giving effect to the Reverse Stock Split, by (b) the fraction of the share owned by the stockholder, without interest.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Summary of Proposals Submitted to Stockholders
On July 9, 2026, the Company held its Annual Meeting. At the Annual Meeting, the following proposals were submitted to the stockholders of the Company, as set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on June 11, 2026:
| Proposal 1: | The election of three directors to serve as Class III directors until the 2029 annual meeting of stockholders. |
| Proposal 2: | The ratification of the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. |
| Proposal 3: | The approval of an amendment to the Company's restated certificate of incorporation to effect a reverse stock split of the Company’s outstanding Class A common stock at a reverse stock split ratio ranging from any whole number between 1-for-5 and 1-for-15, subject to and as determined by the Board of Directors. |
| Proposal 4: | The approval of the Amended and Restated 2023 Stock Incentive Plan. |
Voting Results
On the record date, there were 49,946,333 shares of the Class A common stock issued and outstanding, entitled to 49,946,333 votes in the aggregate. Of the 49,946,333 votes that were eligible to be cast by the holders of Class A common stock at the Annual Meeting, 29,243,077 votes, or approximately 58.5% of the total, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:
Proposal 1: Election of Directors.
The Company’s stockholders elected the following directors to serve as Class III directors until the 2029 annual meeting of stockholders. The votes regarding the election of these directors were as follows:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| James Celli | 11,324,309 | 414,224 | 17,504,544 | |||
| Davis Pilot III | 9,691,758 | 2,046,775 | 17,504,544 | |||
| Donald J. Trump Jr. | 9,634,177 | 2,104,356 | 17,504,544 |
Proposal 2: Ratification of Appointment of UHY LLP.
The Company’s stockholders ratified the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 28,137,670 | 853,729 | 251,678 | - |
Proposal 3: Approval of a Reverse Stock Split.
The Company’s stockholders approved the amendment to the Company's Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding Class A common stock at a reverse stock split ratio ranging from any whole number between 1-for-5 and 1-for-15, subject to and as determined by the Board of Directors. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 24,368,231 | 4,555,780 | 319,066 | - |
/
Proposal 4: Approval of the Amended and Restated 2023 Stock Incentive Plan.
The Company’s stockholders approved the Amended and Restated 2023 Stock Incentive Plan. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 7,912,928 | 3,386,169 | 439,436 | 17,504,544 |
Item 7.01. Regulation FD Disclosure.
On July 9, 2026, the Company issued a press release related to the reverse stock split. The press release is attached as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information in this Current Report on Form 8-K under Item 7.01 is being “furnished” and not “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of PSQ Holdings, Inc., dated July 10, 2026. | |
| 10.1 | Amended and Restated 2023 Stock Incentive Plan of PSQ Holdings, Inc., effective July 9, 2026 | |
| 99.1 | Press Release, dated July 9, 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: July 10, 2026 | By: | /s/ James Giudice |
| Name: | James Giudice | |
| Title: | Chief Legal Officer | |
Exhibit 99.1
PSQ Holdings Announces 1-For-15 Reverse Stock Split
1-for-15 Reverse Stock Split Intended to Align Share Price with Fintech Peers and Institutional Ownership Thresholds
Company Expected to Regain Compliance with the NYSE’s Minimum Share Price Requirement and Satisfy the $1.00 Price Criterion for Russell US Index Eligibility
Trading on Split-Adjusted Basis Expected to Begin on July 13, 2026
BOZEMAN, MT, July 9, 2026–PSQ Holdings, Inc. (NYSE: PSQH) (the “Company” or “PSQ Holdings”) today announced that a 1-for-15 reverse stock split of the Company’s Class A common stock will become effective on July 13, 2026. The Company's Class A common stock will begin trading on a split-adjusted basis at the opening of the market on July 13, 2026, under the existing ticker symbol “PSQH” and a new CUSIP number, 693691 206.
“Over the past year, we rebuilt this company into a focused, growing fintech, and the share structure simply needs to catch up,” said Dusty Wunderlich, Chairman and Chief Executive Officer of PSQ Holdings. “This is a structural cleanup, plain and simple. It changes nothing about our strategy, our operations, or the value of any stockholder’s position. What it does is align our stock with how institutions actually invest, potentially opening the door to index eligibility and the broader ownership base we believe our execution has earned.”
The 1-for-15 reverse stock split will reduce the number of outstanding shares of the Company’s Class A common stock from 50,349,974 to approximately 3,356,664. Proportional adjustments will be made to the number of shares of the Company’s Class A common stock subject to outstanding equity awards and warrants, as well as the applicable exercise price. As a result of the reverse stock split, the Company’s public warrants, each currently exercisable for one share of Class A common stock at an exercise price of $11.50 per share, will also be adjusted to entitle the holder to purchase 1/15th of a share of Class A common stock at an exercise price of $172.50 per share.
The purpose of the 1-for-15 reverse stock split is to increase the per-share price of the Company’s Class A common stock to satisfy the minimum average closing price requirement for continued listing on the New York Stock Exchange (the “NYSE”). The Company expects that the reverse stock split will establish a per-share trading price better aligned with its fintech peers and that exceeds the minimum share price requirements of institutional investment policies, thereby potentially broadening the investor base for the Class A common stock.
Additionally, the reverse stock split is intended to satisfy FTSE Russell’s $1.00 minimum closing price threshold for index eligibility. However, inclusion in any Russell US index is not guaranteed and remains contingent upon the Company’s total market capitalization ranking and other eligibility criteria evaluated by FTSE Russell on the applicable rank date.
Information for PSQ Holdings Stockholders
At the effective time of the reverse stock split, PSQ Holdings stockholders will receive one new share of the Company’s Class A common stock for every 15 shares of Class A common stock held. Record holders of Class A common stock will receive a transaction statement with respect to the exchange of such shares for post-reverse split shares. Continental Stock Transfer & Trust Company, the transfer agent for the Company’s Class A common stock, will act as the exchange agent.
PSQ Holdings will not issue fractional shares that result from the reverse stock split. Any stockholders of Class A common stock who would have been entitled to receive fractional shares as a result of the reverse stock split will instead receive cash in lieu of such fractional shares.
In connection with the reverse stock split, there will be no change to the total number of authorized shares of the Company’s Class A common stock as set forth in the Restated Certificate of Incorporation of the Company.
For more information on the reverse stock split, please refer to the Company’s proxy materials for the July 9, 2026 annual meeting of stockholders, which can be accessed through the investor relations portion of PSQ Holdings’ website at http://investors.publicsq.com and on the United States Securities and Exchange Commission’s (“SEC”) EDGAR website, www.sec.gov.
About PSQ Holdings
PSQ Holdings (NYSE: PSQH) is a payments and financial infrastructure company. We build and operate financial infrastructure in highly regulated environments for industries underserved by traditional financial institutions, including businesses, campaigns, and nonprofits that depend on reliable, compliant payment solutions.
Cautionary Statement Regarding 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 for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any statements other than statements of historical fact contained herein are forward-looking statements. Such forward-looking statements include, but are not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding PublicSquare, the expected increase in the per share closing price of PublicSquare’s Class A common stock as a result of the reverse stock split, PublicSquare’s expected compliance with the NYSE’s continued listing standards and potential eligibility for inclusion in stock market indexes, anticipated product launches, our products and markets, future financial condition, expected future performance and market opportunities of PublicSquare. Forward-looking statements generally are identified by the words “anticipate,” “could,” “expect,” “future,” “intend,” “may,” “might,” “strategy,” “target,” “opportunity,” “plan,” “project,” “possible,” “potential,” “project,” “predict,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, and in this press release, include statements about our anticipated operating strategy and the expected organization of our finance team and its primary responsibilities; however, the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, without limitation: (i) PublicSquare’s ability to maintain the listing of its securities on the New York Stock Exchange, (ii) unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of our operations, (iii) changes in the competitive industries and markets in which PublicSquare operates, variations in performance across competitors, changes in laws and regulations affecting PublicSquare’s business and changes in the combined capital structure, (iv) the ability to implement business plans, growth, marketplace and other expectations, and identify and realize additional opportunities, (v) risks related to PublicSquare’s limited operating history, the rollout and/or expansion of its business and the timing of expected business milestones, (vi) risks related to PublicSquare’s potential inability to achieve or maintain profitability and generate significant revenue, (vii) the ability to raise capital on reasonable terms as necessary to develop its products in the timeframe contemplated by PublicSquare’s business plan, (viii) the ability to execute PublicSquare’s anticipated business plans and strategy, (ix) the ability of PublicSquare to enforce its current or future intellectual property, including patents and trademarks, along with potential claims of infringement by PublicSquare of the intellectual property rights of others, (x) actual or potential loss of key influencers, media outlets and promoters of PublicSquare’s business or a loss of reputation of PublicSquare or reduced interest in the mission and values of PublicSquare and the segment of the consumer marketplace it intends to serve, (xi) because the payment processing and credit agreements are terminable at will without notice, merchants that have signed agreements to use PublicSquare's payment processing services may terminate those services or otherwise fail to utilize the services at the expected volume, (xii) the risk of economic downturn, increased competition, a changing regulatory landscape and related impacts that could occur in the highly competitive consumer marketplace, both online and through “bricks and mortar” operations, (xiii) the risk of PublicSquare being unable to sell its Brands segment, in a timely manner, at desirable prices, or at all, and (xiv) risks associated with the Company’s ability to execute on its plans to reposition into a Fintech-forward business, including the Company’s pursuit of any money transmitter licenses. The foregoing list of factors is not exhaustive. Recipients should carefully consider such factors and the other risks and uncertainties described and to be described in PublicSquare’s public filings with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking statements, and PublicSquare does not assume any obligation to, nor does it intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. PublicSquare gives no assurance that PublicSquare will achieve its expectations.
Investors Contact:
investment@publicsquare.com
Media Contact:
pr@publicsquare.com