Were the PSQH share sales by the CFO discretionary or tax-related?

The filing states the shares were sold to cover taxes associated with the settlement of RSUs. This indicates the sales were primarily tax-driven, linked to equity compensation vesting rather than purely discretionary open-market selling.

PSQ Holdings (PSQH) CFO settles RSUs and sells 29,554 shares for tax coverage

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

PSQ Holdings, Inc. Chief Financial Officer James Rinn reported a combination of equity compensation activity and related share sales. On May 12, 2026, he exercised 83,333 restricted stock units (RSUs), receiving the same number of Class A common shares at a stated price of $0.00 per share. The filing shows open-market sales of 29,554 shares on May 13–15, 2026 at weighted average prices between $0.5858 and $0.718 per share, and the footnotes state the shares were sold to cover taxes associated with the RSU settlement. Following these transactions, he directly holds 129,864 shares of Class A common stock and 166,667 RSUs remaining from a 250,000 RSU grant scheduled to vest in three equal annual installments commencing on June 1, 2025.

Insider Trade Summary

Net Seller: 29,554 shares ($18,193)

Net Sell 5 txns

Insider Rinn James

Role Chief Financial Officer

Sold 29,554 shs ($18K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock, par value $0.0001 per share	12,699	$0.5889	$7K
Sale	Class A Common Stock, par value $0.0001 per share	8,413	$0.6118	$5K
Sale	Class A Common Stock, par value $0.0001 per share	8,442	$0.6595	$6K
Exercise	Restricted Stock Units	83,333	$0.00	--
Exercise	Class A Common Stock, par value $0.0001 per share	83,333	$0.00	--

Holdings After Transaction: Class A Common Stock, par value $0.0001 per share — 129,864 shares (Direct, null); Restricted Stock Units — 166,667 shares (Direct, null)

Footnotes (1)

Each restricted stock unit ("RSU") represents a continent right to receive one share of the issuer's Class A Common Stock. The shares were sold to cover taxes associated with the settlement of RSUs. Reflects the weighted average price of 8,442 shares of Class A Common Stock sold by the reporting person in multiple transactions on May 13, 2026 with sales prices ranging from $0.613 to $0.718 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. Reflects the weighted average price of 8,413 shares of Class A Common Stock sold by the reporting person in multiple transactions on May 14, 2026 with sales prices ranging from $0.5871 to $0.6302 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. Reflects the weighted average price of 12,699 shares of Class A Common Stock sold by the reporting person in multiple transactions on May 15, 2026 with sales prices ranging from $0.5858 to $0.6000 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. The reporting person was granted 250,000 RSUs under the Company's 2023 Stock Incentive Plan, to vest over three years, with one-third of the RSUs vesting on each of the first three anniversaries commencing on June 1, 2025.

Key Figures

Shares sold: 29,554 shares RSUs exercised: 83,333 units Holding after transactions: 129,864 shares +5 more

8 metrics

Shares sold 29,554 shares Total Class A shares sold May 13–15, 2026

RSUs exercised 83,333 units RSUs converted into Class A common stock on May 12, 2026

Holding after transactions 129,864 shares Direct Class A common stock held after May 15, 2026 sale

RSUs remaining 166,667 units Restricted stock units remaining from 250,000-unit grant

Sale price range 5/13/2026 $0.613–$0.718/share Weighted average disclosure for 8,442 shares sold

Sale price range 5/14/2026 $0.5871–$0.6302/share Weighted average disclosure for 8,413 shares sold

Sale price range 5/15/2026 $0.5858–$0.6000/share Weighted average disclosure for 12,699 shares sold

Original RSU grant 250,000 units Grant under 2023 Stock Incentive Plan vesting over three years

Key Terms

Restricted Stock Units, RSU, weighted average price, 2023 Stock Incentive Plan, +1 more

5 terms

Restricted Stock Units financial

"The reporting person was granted 250,000 RSUs under the Company's 2023 Stock Incentive Plan"

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.

RSU financial

"Each restricted stock unit ("RSU") represents a continent right to receive one share"

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

weighted average price financial

"Reflects the weighted average price of 8,442 shares of Class A Common Stock sold"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

2023 Stock Incentive Plan financial

"The reporting person was granted 250,000 RSUs under the Company's 2023 Stock Incentive Plan"

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

05/15/2026 - 09:43 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rinn James

(Last)

(First)

(Middle)

515 W. ASPEN STREET

SUITE 200C

(Street)

BOZEMAN

MONTANA

59715

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PSQ Holdings, Inc. [ PSQH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.0001 per share	05/12/2026		M		83,333	A	⁽¹⁾	159,418	D
Class A Common Stock, par value $0.0001 per share	05/13/2026		S		8,442⁽²⁾	D	$0.6595⁽³⁾	150,976	D
Class A Common Stock, par value $0.0001 per share	05/14/2026		S		8,413⁽²⁾	D	$0.6118⁽⁴⁾	142,563	D
Class A Common Stock, par value $0.0001 per share	05/15/2026		S		12,699⁽²⁾	D	$0.5889⁽⁵⁾	129,864	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/12/2026		M			83,333	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	83,333	$0	166,667	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a continent right to receive one share of the issuer's Class A Common Stock.

2. The shares were sold to cover taxes associated with the settlement of RSUs.

3. Reflects the weighted average price of 8,442 shares of Class A Common Stock sold by the reporting person in multiple transactions on May 13, 2026 with sales prices ranging from $0.613 to $0.718 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. Reflects the weighted average price of 8,413 shares of Class A Common Stock sold by the reporting person in multiple transactions on May 14, 2026 with sales prices ranging from $0.5871 to $0.6302 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

5. Reflects the weighted average price of 12,699 shares of Class A Common Stock sold by the reporting person in multiple transactions on May 15, 2026 with sales prices ranging from $0.5858 to $0.6000 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

6. The reporting person was granted 250,000 RSUs under the Company's 2023 Stock Incentive Plan, to vest over three years, with one-third of the RSUs vesting on each of the first three anniversaries commencing on June 1, 2025.

	/s/ James Giudice, Attorney-in-Fact for James Rinn	05/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did PSQH CFO James Rinn report on this Form 4?

James Rinn reported exercising 83,333 restricted stock units into Class A common shares and selling 29,554 shares in open-market transactions. These sales occurred over May 13–15, 2026, following the RSU settlement on May 12, 2026.

How many PSQH shares did the CFO sell and at what prices?

The CFO sold 29,554 Class A common shares in total, across three days. Weighted average sale prices ranged from $0.5858 to $0.718 per share, with prices detailed in footnotes for the May 13, 14, and 15, 2026 transactions.

How many PSQH shares does the CFO hold after these transactions?

After the reported transactions, the CFO directly holds 129,864 shares of PSQ Holdings Class A common stock. This figure is disclosed as the total shares following the most recent open-market sale on May 15, 2026.

What PSQH equity awards remain outstanding for the CFO after the RSU exercise?

Following the exercise of 83,333 RSUs, 166,667 restricted stock units remain outstanding from a 250,000 RSU grant. These RSUs are scheduled to vest in three equal annual installments, beginning June 1, 2025.

What type of equity compensation plan covers the CFO’s PSQH RSU grant?

The CFO’s 250,000 restricted stock unit grant was issued under PSQ Holdings’ 2023 Stock Incentive Plan. The RSUs vest over three years, with one-third vesting on each of the first three anniversaries starting June 1, 2025.