PSQ Holdings, Inc. 8-K Filings

PSQ Holdings, Inc. reports leadership changes and detailed terms of a new chief executive’s compensation. Michael Seifert resigned as President, Chief Executive Officer and director effective January 27, 2026, and the board appointed Dusty Wunderlich as Chief Executive Officer effective the same date; the company states Seifert’s resignation did not result from any disagreement regarding operations, policies or practices. On August 11, 2026, Wunderlich entered into an employment agreement effective as of January 27, 2026, providing a $400,000 annual base salary, an annual discretionary bonus opportunity of up to 50% of base salary, and a grant of 57,975 shares of restricted stock vesting on the first anniversary of the effective date, subject to continued service. The agreement includes severance and bonus payments and up to 12–15 months of COBRA health coverage in connection with certain terminations, with enhanced benefits during a defined change in control period and a modified Section 280G cutback provision.

PSQ Holdings, Inc. entered into a securities purchase agreement with several company directors and affiliated entities for a private placement of equity. The transaction involved 361,385 shares of Class A common stock at $3.60 per share, generating $1,301,000 in gross proceeds. The closing occurred on August 13, 2026.

The company plans to use the net proceeds for working capital and general corporate purposes. Under the agreement, PSQ Holdings will file a registration statement covering the shares within 90 days of closing and use its reasonable best efforts to have it declared effective within specified timeframes, with effectiveness maintained until the shares can be sold under the registration statement or Rule 144. The transaction was conducted as a private placement relying on Section 4(a)(2) and Rule 506 of Regulation D, with shares sold to accredited investors without general solicitation.

PSQ Holdings, Inc. reported second-quarter 2026 results with revenue of $7,132,526, up 108% from $3,431,876 a year earlier. GAAP operating loss improved to $4,789,771 from $5,202,261, and net loss narrowed to $5,621,091, or $1.54 per share.

After adjusting for corporate costs, share-based compensation, and depreciation and amortization, the company generated non-GAAP operating income of $381,400, compared with a non-GAAP operating loss of $2,729,743 in the prior-year quarter. Revenue per headcount rose to $198,126 from $47,665.

On July 28, 2026, PSQ agreed to sell its EveryLife direct-to-consumer baby products brand to FreeHold Brands, LLC for $5.5 million in cash, with closing expected by September 30, 2026, as it continues reporting EveryLife as discontinued operations and concentrates on core payments and financial infrastructure businesses. Cash, cash equivalents and restricted cash totaled $8,332,680 at June 30, 2026, after $6,472,273 of operating cash outflow in the first half of 2026.

PSQ Holdings, Inc. is divesting its EveryLife direct-to-consumer diaper and baby products brand under an Asset Purchase Agreement with FreeHold Brands, LLC, selling the related assets for gross proceeds of $5.5 million in cash, subject to customary adjustments. The Purchased Assets include inventory, tangible property, e-commerce storefronts, customer and subscriber data, business records, related intellectual property and certain assigned contracts.

The transaction is expected to close by September 30, 2026, subject to customary closing conditions. EveryLife has been reported as discontinued operations since the third quarter of 2025, so the sale is expected to have no impact on continuing operations. Company leadership describes the deal as delivering non-dilutive cash to the balance sheet, completing the exit from direct-to-consumer products and allowing a tighter focus on the core payments and financial infrastructure business, including credit and payments offerings for highly regulated industries.

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.

PSQ Holdings, Inc. reported that Michael Hebert resigned as Senior Vice President of People, effective May 31, 2026. Under a Severance Agreement and General Release dated May 26, 2026, he will receive total severance payments of $137,500, representing six months of pay, minus applicable withholdings.

Hebert will also receive subsidized COBRA health insurance from June 2026 through the earlier of December 2026 or the start of new employment, with his premium share approximating his regular employee contribution. He agreed to a general release in favor of the company and to continue honoring non-competition and non-solicitation covenants. The company states his resignation was not due to any disagreement over operations, policies, or practices.

PSQ Holdings, Inc. reported sharp top-line growth but remained unprofitable in the first quarter of 2026. Net revenue from continuing operations rose 167% year over year to $8.2 million, driven by its financial technology segment, while operating expenses fell 18%, improving efficiency.

Operating loss narrowed to $6.1 million from $9.3 million, and operating cash burn improved to $4.1 million from $6.4 million. However, net loss widened to $6.5 million, mainly due to a $7.1 million reduction in gains from fair value changes in warrant and earnout liabilities. Non-GAAP operating loss improved to $0.9 million from $2.8 million.

The company executed an operational restructuring, cutting staff by 41% and winding down its Marketplace segment, which is expected to generate about $8.0 million in annualized cash savings. Revenue per headcount jumped 287% to $173,583. Cash and cash equivalents fell to $10.1 million as of March 31, 2026 from $14.6 million at year-end, while total liabilities remained around $46.0 million.

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.

PSQ Holdings, Inc. announced a planned finance leadership transition, with Chief Financial Officer James Rinn resigning effective April 30, 2026 and remaining on the Board. The company states his resignation is not due to any disagreement over operations, policies, or practices.

Effective May 1, 2026, Senior Vice President of Finance Michael Pena will become Chief Financial Officer and Treasurer, and Senior Vice President of Finance & Accounting Krista Wenzel will become Chief Accounting Officer. Both have extensive finance, accounting, and capital markets experience, including prior leadership roles at Credova and Meridiam.

The Board also approved Second Amended and Restated Bylaws that, among other changes, reduce the stockholder meeting quorum requirement from a majority to one-third of shares entitled to vote and remove a reference to a prior annual meeting date.

PSQ Holdings reported strong growth but continued losses for the fourth quarter and full year 2025. Revenue grew 109% in the fourth quarter and 81% for the full year, while operating expenses fell 21%. Management said operating loss declined 23% and net loss 37% versus 2024.

The company is restructuring around its fintech platform, divesting brands, winding down its marketplace, cutting staff by over 40%, and reducing contractors. These actions, begun in late 2025, are expected to deliver about $8.0 million in annualized cash savings. Net loss in 2025 was $36.6 million, and cash and cash equivalents declined to $14.6 million, underscoring the importance of these cost and portfolio changes.

PSQ Holdings, Inc. reported strong preliminary results for 2025 while disclosing a listing compliance issue with the New York Stock Exchange. The company highlighted preliminary fourth-quarter revenue growth of 109%, full-year revenue growth of 81%, and a 27% reduction in full-year operating expenses, all excluding discontinued operations. Management also cited a 43% reduction in net loss and tighter cash discipline, emphasizing improved unit economics and lower cash burn as it scales its payments and financial infrastructure platform.

Separately, PSQ received notice from the NYSE on February 10, 2026 that it is not in compliance with listing standards for minimum total market capitalization, stockholders’ equity, and average share price. The stock is not being immediately delisted. PSQ plans to submit a business plan within 45 days to regain compliance with the market capitalization and equity standard within 18 months and has up to six months to meet the minimum $1.00 average closing share price requirement.

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.

PSQ Holdings, Inc. reported board and executive leadership changes effective January 6, 2026. Dusty Wunderlich stepped down as Chief Strategy Officer to become Chairman of the Board, replacing Michael Seifert, who remains President and Chief Executive Officer. The Board also created a new Lead Independent Director role and appointed Blake Masters.

Wunderlich’s chairman compensation includes a $160,000 annual cash retainer plus two annual restricted stock unit grants valued at $150,000 each. Blake Masters will receive an additional annual RSU grant valued at $150,000 for his new role.

Michael Hebert moved from Chief Operating Officer to Senior Vice President, People, and Michael Perkins was appointed Chief Operating Officer. Perkins’ employment agreement provides a $300,000 base salary, eligibility for an annual discretionary bonus of up to 30% of base salary, and defined severance and change‑in‑control benefits, including salary, bonus-related payments, and up to six months of COBRA health coverage under specified termination scenarios. The company also issued a press release with preliminary financial and operating estimates for the quarter and year ended December 31, 2025.

PSQ Holdings, Inc. entered into an agreement with an existing institutional investor for a registered direct offering of Class A common stock and warrants, raising gross proceeds of approximately $7.5 million. The deal includes 1,800,000 shares of common stock, pre-funded warrants to purchase 5,018,184 shares, and common warrants to purchase 8,522,730 shares, all priced at a combined $1.10 per share (or per pre-funded warrant and accompanying common warrant). Common warrants have a $1.18 exercise price and become exercisable six months after issuance for six years, while pre-funded warrants have a $0.0001 exercise price and are exercisable immediately.

The securities are issued off an effective shelf registration statement, with Roth Capital Partners acting as placement agent and receiving a 6.0% cash fee on gross proceeds. The company plans to use net proceeds for working capital and general corporate purposes. The company agreed to a 90-day restriction on most new equity issuances and variable rate transactions, and directors and executive officers agreed to a 30-day lock-up on sales of Class A common stock, subject to customary exceptions.

PSQ Holdings, Inc. filed an amended report to correct a clerical error in previously disclosed activity for its Credova credit business during the four-day Black Friday through Cyber Monday period in 2025. The company now states that Credova entered into 1,606 loan and lease contracts in 2025, rather than 1,066 as previously reported.

The corrected disclosure shows that during this period, PSQ Payments processed Gross Merchandise Volume (GMV) of $7.8 million, up from $1.2 million in 2024, an increase of approximately $6.5 million, or 536%. Credova’s GMV for the same period was $1,238,000, compared with $706,000 in 2024, an increase of about $533,000, or 75%. The number of Credova contracts increased by 675, or 73%, from 931 in 2024 to 1,606 in 2025. Other aspects of the earlier report remain unchanged.

PSQ Holdings reported sharp growth in transaction activity over the 2025 Black Friday through Cyber Monday period. Gross Merchandise Volume (GMV) on its PSQ Payments business rose to $7.8 million from $1.2 million in 2024, an increase of about $6.5 million, or 536%. GMV processed by its Credova credit business increased to $1,238,000 from $706,000, a 75% gain, and the number of Credova loan and lease contracts also grew year over year.

The company uses GMV to track the total dollar value of transactions across its Financial Technology segment, net of refunds, but emphasized that GMV does not represent revenue. Management noted that these GMV and contract figures are preliminary, unaudited, based on internal data and estimates, cover only a partial period, may be adjusted, and are not necessarily indicative of results for the full period ending December 31, 2025.

PSQ Holdings, Inc. terminated its Asset Purchase Agreement with Tandym, Inc. on December 9, 2025 after key closing conditions were not met by the December 8, 2025 drop-dead date.

The agreement would have transferred certain Tandym assets to PSQ Holdings, including all of Tandym’s intellectual property, related rights and specified contracts. Certain rights and obligations for each party continue in line with the contract terms, but the planned asset transfer will not proceed, and no termination fees were assessed on either party.

PSQ Holdings (PSQH) reported a leadership status update. On November 12, 2025, the Board confirmed the company’s executive officers and individuals subject to Section 16 of the Exchange Act. As part of this confirmation, Andrew Weisbecker, President of Marketplace, ceased to serve as an executive officer and is no longer a named executive officer, effective the same date. His title and employment status remain unchanged.

PSQ Holdings (PSQH) entered an Asset Purchase Agreement to acquire Tandym assets that enable merchants to offer private‑label credit and debit cards. The deal is expected to close in December 2025.

Total consideration is expected to be up to $6,750,000, consisting of $5,750,000 in Class A common stock valued at the business day immediately prior to closing, plus up to $1,000,000 in cash to reimburse certain pre‑negotiated liabilities. The stock consideration will be placed in escrow at closing for potential indemnification claims, with any remainder released to the seller 18 months after the Closing Date.

Upon release, the company will issue the stock consideration in reliance on Section 4(a)(2) and Rule 506 under the Securities Act. The agreement includes customary representations, covenants, and indemnities with limits. PSQH also furnished a press release related to the transaction.

PSQ Holdings (PSQH) filed an 8‑K stating it furnished a press release with financial and operating results for the quarter ended September 30, 2025. The release is attached as Exhibit 99.1 and, along with Items 2.02 and 7.01, is treated as “furnished” rather than “filed.”

The company also disclosed negotiations to enter into an asset purchase agreement to acquire certain intellectual property assets from Tandym, Inc. Proposed consideration comprises Class A common stock valued at $5.75 million and up to $1.0 million in cash. The filing cautions that there is no assurance the company will successfully negotiate, enter into, or close the contemplated transactions.

PSQ Holdings, Inc. reported that the Consumer Financial Protection Bureau has closed its investigation into Credova Financial LLC, a wholly owned subsidiary of the company. The update was shared through a press release dated August 19, 2025, which is included as an exhibit to this report. This resolution removes an outstanding regulatory review related to the subsidiary’s activities.

PSQ Holdings, Inc. furnished a press release announcing its financial and operating results for the quarter ended June 30, 2025, attached as Exhibit 99.1. The Company expressly states the press release is being furnished and not filed with the SEC and includes the standard forward-looking statements disclaimer. The filing notes PSQ Holdings is an emerging growth company and that its Class A common stock (PSQH) and warrants (PSQH.WS) trade on the New York Stock Exchange. This filing contains no financial figures; review Exhibit 99.1 for the actual results.