PSQ Holdings Inc (PSQH)

PSQ Holdings Announces 1-For-15 Reverse Stock SplitJuly 9, 2026 4:05 PM
Business Wire 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 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. 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pr@publicsquare.com Original: PSQ Holdings Announces 1-For-15 Reverse Stock Split

PSQ Holdings, Inc. Announces First Quarter 2026 Financial ResultsMay 7, 2026 6:45 AM
Business Wire First Quarter Revenue Growth of 167% First Quarter Operating Expense Reduction of 18% First Quarter Revenue Per Headcount Improves 287% PSQ Holdings, Inc. (NYSE: PSQH) (the “Company”), a payments and financial infrastructure company, today reported financial results for the first quarter 2026. FIRST QUARTER 2026 HIGHLIGHTS Net revenue from continuing operations, which includes the financial technology (“fintech”) segment, for the quarter ended March 31, 2026 was $8.2 million compared to $3.1 million for the first quarter ended March 31, 2025, a 167% increase compared to the prior year period. Operating expense (defined as general and administrative, sales and marketing, and research and development expense) for the quarter ended March 31, 2026 decreased $2.0 million or a decrease of 18% compared to the prior year period. Operating loss for the quarter ended March 31, 2026 was $6.1 million, an improvement of $3.2 million or 34% compared to $9.3 million for the quarter ended March 31, 2025. Operating cash burn for the quarter ended March 31, 2026 was $4.1 million, an improvement of $2.3 million or 36% compared to $6.4 million for the quarter ended March 31, 2025. Income from discontinued operations, net of tax for the quarter ended March 31, 2026 was $26,710 compared to $2.4 million loss for the first quarter of 2025. Net loss for the quarter ended March 31, 2026 was $6.5 million, an increase of $2.0 million, or 45%, compared to a net loss of $4.4 million for the quarter ended March 31, 2025. This was primarily driven by a $7.1 million decrease in gains related to changes in the fair value of warrant and earnout liabilities. Loss per share for the quarter ended March 31, 2026 increased to $0.12 compared to $0.10 for the first quarter of 2025, a 20% increase, primarily driven by the change in fair value of the warrant and earnout liabilities. Revenue per headcount for quarter ended March 31, 2026 was $173,583 compared to $44,864 for the three months ended March 31, 2025, an improvement of 287%. Non-GAAP operating loss (a Non-GAAP measure) for the quarter ended March 31, 2026 was $0.9 million compared to $2.8 million in the prior year period, an improvement of 70%. The definitions and reconciliations of Non-GAAP operating loss to GAAP operating Income loss are provided under the heading Non-GAAP measures at the end of this release. Dusty Wunderlich, Chairman & CEO of PSQ Holdings, commented, "Q1 2026 was our strongest quarter ever, and the numbers tell the story. Revenue up 167% year over year, operating expenses down 18%, Payments Gross Merchandise Volume (GMV) exceeding $186 million, a record for us, Credit GMV up 32%, and revenue per employee up 287%, proof that doing more with less is not a talking point, it is how we operate, and we intend to keep pushing that number higher.” “AI is doing exactly what we believed it would, making us more efficient, more capable, and, frankly, better at our jobs. We were early to adopt machine learning, deploying it in underwriting back in 2021, and we have been expanding its use across engineering, finance, and risk management ever since. A lean team with the right tools can do remarkable things, and that 287% improvement in revenue per employee is the proof.” “We are in the business of earning trust from merchants who need a payments and financial infrastructure partner they can count on. That is not something you claim; it is something you demonstrate quarter after quarter. Q1 is us demonstrating it. The priorities have not changed: grow revenue responsibly, reduce cash burn, and get to profitability. We are executing, the model is working, and the opportunity ahead is significant." OPERATIONAL RESTRUCTURING Over the past two quarters, the Company has executed a comprehensive operational restructuring in conjunction with its strategic repositioning as a pure-play financial technology company. Staff reductions of 41%, implemented from September 2025 through March 2026, combined with the winding down of the Marketplace segment and reductions in corporate operating expenses and contractor and consulting agreements, are expected to result in annualized cash savings of approximately $8.0 million. The results of these efforts are reflected in the Company's Q1 2026 operating metrics: operating expenses declined 18% year over year, headcount decreased from 68 to 47 full-time employees, and revenue per headcount improved 287% to $173,583. The Company views these improvements not as a one-time reset, but as the foundation of a more capital-efficient operating model designed to support sustained revenue growth with disciplined cost management. FINANCIAL REVIEW Balance Sheet & Liquidity As of March 31, 2026, the Company had $11.8 million of restricted cash and cash and cash equivalents, which included $0.2 million related to discontinued operations. The Company had an outstanding principal balance of $7.4 million on its $10.0 million revolving line of credit as of March 31, 2026. The Company draws on this credit line to fund new consumer loan and lease originations, and repays it as those loans are collected or sold to third parties. Discontinued Operations Net revenues from discontinued operations, which includes the Brands and Marketplace business segments, for the quarter ended March 31, 2026 was $3.7 million compared to $3.7 million for the quarter ended March 31, 2025. Brands revenue comprised 98% of the net revenues from discontinued operations for the quarter ended March 31, 2026, compared to 88% in the prior year period. Note: Beginning with the third quarter 2025 reporting period both the Brands and Marketplace business segments are being shown as discontinued operations in the Company’s financial statements. Results from discontinued operations are provided within the financial tables at the end of this release. BRANDS DIVESTITURE UPDATE The Company continues to actively pursue the sale of its Brands segment, which includes EveryLife. The sale process remains ongoing, and management expects to enter into a definitive agreement during the first half of 2026. Proceeds from the transaction are expected to be redeployed to the balance sheet in support of the Company's Financial Technology operations. FINANCIAL LEADERSHIP TRANSITION As previously announced on April 7, 2026, James Rinn stepped down as Chief Financial Officer effective April 30, 2026. The Board appointed Michael Pena as Chief Financial Officer and Krista Wenzel as Chief Accounting Officer, both effective May 1, 2026. First Quarter 2026 Conference Call and Webcast Management will host a teleconference and webcast to discuss its first quarter 2026 results today, May 7, 2026 at 9:00 a.m. ET. The conference call can be accessed live through a link on the PSQ Holdings Investor Relations website at investors.publicsquare.com. During the webcast, the company will take both inbound questions received ahead of the call and questions from equity research analysts. Additionally, you can participate in the conference call by dialing (800) 715-9871 domestically or (646) 307-1963 internationally, and referencing conference ID #6209150. Attendees should log in to the webcast or dial in approximately 15 minutes before the start time of the call. 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. For more information, visit publicsquare.com. Cautionary Statement Regarding Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act 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, 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 expected revenue, revenue growth, operating expenses, anticipated growth, ability to achieve profitability, our plans for the Brands and Marketplace segments, and our outlook; 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) 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, (ii) 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, (iii) the ability to implement business plans, growth, marketplace and other expectations, and identify and realize additional opportunities, (iv) risks related to PublicSquare’s limited operating history, the rollout and/or expansion of its business and the timing of expected business milestones, (v) risks related to PublicSquare’s potential inability to achieve or maintain profitability and generate significant revenue, (vi) the ability to raise capital on reasonable terms as necessary to develop its products in the timeframe contemplated by PublicSquare’s business plan, (vii) the ability to execute PublicSquare’s anticipated business plans and strategy, (viii) 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, (ix) 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, (x) 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, (xi) 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, (xii) the risk of PublicSquare being unable to sell its Brands segment, in a timely manner, at desirable prices, or at all, and (xiii) 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. PSQ HOLDINGS, INC. Condensed Consolidated Balance Sheets     March 31,
2026   December
31,
2025   (Unaudited)     Assets       Current assets:       Cash and cash equivalents $ 10,057,059     $ 14,644,384   Restricted cash   1,589,586       1,119,580   Accounts receivable, net   1,932,629       1,630,987   Lease receivable, net   93,810       156,516   Loans held for investment, net of allowance for credit losses of $768,235 and $778,704 as of March 31, 2026 and December 31, 2025, respectively   6,876,900       6,148,072   Lease merchandise, net of accumulated depreciation of $1,000,916 and $938,959 as of March 31, 2026 and December 31, 2025, respectively   486,490       960,024   Interest receivable   246,370       250,450   Prepaid expenses and other current assets   2,266,149       2,450,321   Current assets held for sale (Note 4)   3,868,785       4,407,921   Total current assets   27,417,778       31,768,255   Loans held for investment, net of allowance for credit losses of $154,694 and $150,702 as of March 31, 2026 and December 31, 2025, respectively, non-current   1,198,913       1,189,832   Lease merchandise, net of accumulated depreciation of $94,163 and $72,335 as of March 31, 2026 and December 31, 2025, respectively, non-current   235,839       329,463   Property and equipment, net   156,992       187,262   Intangible assets, net   13,793,270       14,573,323   Goodwill   10,930,978       10,930,978   Operating lease right-of-use assets   591,169       669,356   Deposits   29,939       29,939   Total assets $ 54,354,878     $ 59,678,408           Liabilities and stockholders’ equity       Current liabilities:       Revolving line of credit $ 7,404,248     $ 6,174,546   Accounts payable   5,145,602       5,351,651   Accrued expenses   1,461,783       1,205,386   Operating lease liabilities, current portion   333,899       323,842   Current liabilities held for sale (Note 4)   1,893,180       2,612,041   Total current liabilities   16,238,712       15,667,466   Convertible promissory notes, related party (Note 10)   20,000,000       20,000,000   Convertible promissory notes   8,449,500       8,449,500   Earn-out liabilities   501,500       540,000   Warrant liabilities   572,000       1,230,250   Operating lease liabilities   267,732       354,286   Total liabilities   46,029,444       46,241,502   Commitments and contingencies (Note 16)       Stockholders’ equity       Preferred stock, $0.0001 par value; 50,000,000 authorized shares; no shares issued and outstanding as of March 31, 2026 and December 31, 2025   —       —   Class A Common Stock, $0.0001 par value; 500,000,000 authorized shares; 48,726,402 shares and 46,492,639 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively   4,873       4,650   Class C Common Stock, $0.0001 par value; 40,000,000 authorized shares; zero and 3,213,678 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively   —       321   Additional paid in capital   171,287,594       169,944,031   Accumulated deficit   (162,967,033 )     (156,512,096 ) Total stockholders’ equity   8,325,434       13,436,906   Total liabilities and stockholders’ equity $ 54,354,878     $ 59,678,408   PSQ HOLDINGS, INC. Condensed Consolidated Statements of Operations     For the Three Months
Ended March 31,     2026       2025   Revenues, net $ 8,158,417     $ 3,050,785   Costs and expenses:       Cost of revenue (exclusive of depreciation and amortization expense shown below)   3,599,955       630,009   General and administrative   6,615,164       8,260,744   Sales and marketing   1,604,807       1,538,462   Research and development   624,095       1,030,222   Depreciation and amortization   1,848,044       906,824   Total costs and expenses   14,292,065       12,366,261   Operating loss   (6,133,648 )     (9,315,476 ) Other (expense) income:       Other (expense) income, net   (97,280 )     309,819   Changes in fair value of earn-out liabilities   38,500       450,000   Changes in fair value of warrant liabilities   658,250       7,381,500   Interest expense, net   (947,469 )     (868,457 ) Loss before income taxes from continuing operations   (6,481,647 )     (2,042,614 ) Income tax expense   —       (8,240 ) Loss from continuing operations   (6,481,647 )     (2,050,854 ) Income / (loss) from discontinued operations, net of tax   26,710       (2,396,491 ) Net loss $ (6,454,937 )   $ (4,447,345 )         Continuing operations loss per common share, basic and diluted $ (0.12 )   $ (0.05 ) Discontinued operations income/(loss) per common share, basic and diluted   —       (0.05 ) Net loss per common share, basic and diluted $ (0.12 )   $ (0.10 ) Weighted average shares outstanding, basic and diluted (1)   54,027,862       42,953,447     (1) Pre-funded warrants, issued in December 2025, can be exercised for little consideration (an exercise price per share equal to $0.0001 per share), and 5,018,184 remain unexercised as of March 31, 2026. PSQ HOLDINGS, INC. Condensed Consolidated Statements of Cash Flows     For the Three Months
Ended March 31,     2026       2025   Cash Flows from Operating Activities       Net loss $ (6,454,937 )   $ (4,447,345 ) Adjustment to reconcile net loss to net cash used in operating activities:       Changes in fair value of warrant liabilities   (658,250 )     (7,381,500 ) Changes in fair value of earn-out liabilities   (38,500 )     (450,000 ) Share-based compensation   1,365,556       3,622,845   Amortization of step-up in loans held for investment   —       169,607   Provision for credit losses on loans held for investment   194,269       661,963   Origination of loans and leases for resale   (13,460,365 )     (7,869,448 ) Proceeds from sale of loans and leases for resale   15,554,070       8,931,822   Gain on sale of loans and leases   (2,093,706 )     (1,062,374 ) Impairment (recovery) of lease merchandise   (50,192 )     —   Depreciation and amortization   1,848,044       1,211,110   Non-cash operating lease expense   78,187       41,485   Changes in operating assets and liabilities:       Accounts receivable   (312,613 )     (226,613 ) Lease receivable   62,706       —   Interest receivable   4,080       75,070   Inventory   371,311       230,837   Prepaid expenses and other current assets   180,492       53,034   Deposits   18,445       (6,905 ) Accounts payable   (611,889 )     (373,712 ) Accrued expenses   103,323       425,259   Deferred revenue   (151,700 )     4,083   Operating lease liabilities   (76,498 )     (41,485 ) Net cash used in operating activities   (4,128,167 )     (6,432,267 )         Cash flows from Investing Activities       Additions to lease merchandise, net of disposals   242,666       (1,106,117 ) Software development costs   (671,284 )     (656,658 ) Principal paydowns on loans held for investment   3,210,956       4,532,763   Disbursements for loans held for investment   (4,143,133 )     (4,577,597 ) Net cash used in investing activities   (1,360,795 )     (1,807,609 )         Cash flows from Financing Activities       Proceeds from revolving line of credit   4,440,659       2,270,331   Repayments on revolving line of credit   (3,210,955 )     (2,343,207 ) Net disbursement for closing costs from private equity transaction   (22,091 )     —   Net cash provided by/(used in) financing activities   1,207,613       (72,876 ) Net decrease in cash, cash equivalents and restricted cash   (4,281,349 )     (8,312,752 ) Cash, cash equivalents and restricted cash, beginning of period   16,117,319       36,589,607   Cash, cash equivalents and restricted cash, end of the period $ 11,835,970     $ 28,276,855   Cash and cash equivalents from continued operations $ 10,057,059     $ 28,039,959   Restricted cash from continued operations   1,589,586       236,896   Cash and cash equivalents from discontinued operations   189,325       —   Total cash, cash equivalents and restricted cash, end of the period $ 11,835,970     $ 28,276,855           Supplemental Cash Flow Information       Cash paid for interest for convertible notes and revolving line of credit $ 947,469     $ 868,457   Discontinued Operations The following table summarizes the key components of the operating results of the discontinued operations within the Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025:   For the three months
ended March 31, 2026   For the three months
ended March 31, 2025   Marketplace   Brands   Marketplace   Brands Revenues, net $ 85,567     $ 3,581,557     $ 428,649     $ 3,270,187   Cost of revenues (exclusive of depreciation and amortization shown below)   597       —       104,310       1,926   Cost of goods sold (exclusive of depreciation and amortization shown below)   1,344       2,245,274       412       2,072,862   Operating costs   42,282       1,258,056       1,490,789       2,098,113   Depreciation and amortization   —       —       269,261       35,025   Operating income/(loss)   41,344       78,227       (1,436,123 )     (937,739 ) Other expense, net   (15,000 )     (77,861 )     (22,629 )     —   Income tax expense   —       —       —       —   Income/(Loss) from discontinued operations, net of tax $ 26,344     $ 366     $ (1,458,752 )   $ (937,739 ) Assets and liabilities of segments classified as held for sale in the Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, consist of the following:   March 31,
2026   December 31,
2025 Assets       Current assets:       Cash and cash equivalents $ 189,325   $ 353,355 Accounts receivable, net   83,342     72,372 Inventory   2,293,892     2,665,203 Prepaid expenses and other current assets   219,666     215,986 Intangible assets, net   1,072,762     1,072,762 Deposits   9,798     28,243 Total assets held for sale $ 3,868,785   $ 4,407,921         Liabilities       Current liabilities:       Accounts payable $ 440,802   $ 854,889 Accrued expenses   284,819     357,183 Deferred revenue   1,167,559     1,399,969 Total liabilities held for sale $ 1,893,180   $ 2,612,041 The cash flows related to the discontinued operations have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows. The following table presents cash flow for the discontinued segments.   For the Three Months Ended
March 31,     2026       2025   Net cash used in operating activities $ (343,389 )   $ (873,842 ) Non-GAAP Financial Measures The non-GAAP financial measures below have not been calculated in accordance with GAAP and should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. We caution investors that non-GAAP financial information, by its nature, departs from traditional accounting conventions. Therefore, its use can make it difficult to compare our current results with our results from other reporting periods and with the results of other companies. Our management uses these non-GAAP financial measures, in conjunction with GAAP financial measures, as an integral part of managing our business and to, among other things: (i) monitor and evaluate the performance of our business operations and financial performance; (ii) facilitate internal comparisons of the historical operating performance of our business operations; (iii) facilitate external comparisons of the results of our overall business to the historical operating performance of other companies that may have different capital structures and debt levels; (iv) review and assess the operating performance of our management team; (v) analyze and evaluate financial and strategic planning decisions regarding future operating investments; and (vi) plan for and prepare future annual operating budgets and determine appropriate levels of operating investments. For the periods presented, we define non-GAAP operating loss as GAAP operating loss, adjusted to exclude, as applicable, certain expenses as presented in the table below:   For the Three Months
Ended March 31,     2026       2025   Reconciliation:       GAAP operating loss $ (6,133,648 )   $ (9,315,476 ) Non-GAAP adjustments:       Corporate costs not allocated to segments   (2,063,978 )     (1,971,372 )     Share-based compensation expense   (1,365,556 )   (3,622,845 ) Depreciation and amortization   (1,848,044 )     (906,824 ) Non-GAAP operating loss $ (856,070 )   $ (2,814,435 )   For the three months ended
March 31,     2026     2025 Revenue per headcount: $ 173,583   $ 44,864   View source version on businesswire.com: https://www.businesswire.com/news/home/20260507072222/en/ Investors Contact:
investment@publicsquare.com
Media Contact:
pr@publicsquare.com Original: PSQ Holdings, Inc. Announces First Quarter 2026 Financial Results

PSQ Holdings Announces First Quarter 2026 Financial Results Release Date & Conference CallApril 23, 2026 4:15 PM
Business Wire
PSQ Holdings, Inc. (NYSE: PSQH) (the "Company"), today announced it will host a teleconference and webcast to discuss its first quarter 2026 results beginning at 9:00 a.m. EDT on Thursday, May 7, 2026. The Company will issue a news release containing first quarter 2026 results on May 7, 2026, before the U.S. stock market opens.


The conference call can be accessed live through a link on the PSQ Holdings Investor Relations website at investors.publicsquare.com. During the webcast, the company will take both inbound questions received ahead of the call and questions from equity research analysts. Questions may be submitted starting April 30, 2026, through the Say Technologies platform at app.saytechnologies.com/psq-holdings-inc-2026-q1. Additionally, you can participate in the conference call by dialing (800) 715-9871 domestically or (646) 307-1963 internationally, and referencing conference ID #6209150. Attendees should log in to the webcast or dial in approximately 15 minutes before the start of the call.


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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260423985477/en/
Investors Contact:

investment@publicsquare.com

Media Contact:

pr@publicsquare.com


Original: PSQ Holdings Announces First Quarter 2026 Financial Results Release Date & Conference Call

PSQH.............................https://stockcharts.com/sc3/ui/?s=PSQH&p=W&b=5&g=0&id=p86431144783

PSQ Holdings Announces Finance Leadership TransitionApril 7, 2026 4:15 PM
Business Wire

James Rinn to step down as CFO, effective April 30, 2026, and will remain a member of the Board of Directors



Michael Pena named Chief Financial Officer & Treasurer, effective May 1, 2026



Krista Wenzel named Chief Accounting Officer, effective May 1, 2026



PSQ Holdings, Inc. (NYSE: PSQH) (the "Company"), announced today that James Rinn, Chief Financial Officer (CFO), has resigned from his role, effective April 30, 2026, to pursue another opportunity. Mr. Rinn will remain a Class III Director after stepping down as CFO. Following Mr. Rinn’s departure, effective May 1, 2026, Michael Pena, current Senior Vice President of Finance for the Company, has been named Chief Financial Officer and Treasurer. Additionally, Krista Wenzel, the Company's current Senior Vice President of Finance and Accounting, has been named Chief Accounting Officer, effective May 1, 2026.


Dusty Wunderlich, Chairman & CEO of PSQ Holdings, commented, “I want to thank James for his leadership and significant contributions over the past year, particularly in helping guide the Company through a transition to a focused fintech business and improving our cost structure. We wish James the best in his future endeavors and appreciate his continued commitment to serving on our Board of Directors.


“I am excited to have Mike and Krista step into these roles. I have worked closely with Mike for years, including during his time as CFO of Credova, where he was my CFO and financial partner in building and scaling that business. He brings a deep understanding of our credit and payments model, along with strong experience in capital allocation and operational finance.


“I have also had the opportunity to work closely with Krista and have developed a very high level of trust in her judgment and leadership. She brings deep public-company experience, a strong command of financial reporting and controls, and a level of discipline critical to how we operate going forward. She has been instrumental in strengthening our financial infrastructure, and I expect her to continue raising the standard across our accounting, reporting, and audit functions.


“Together, Mike and Krista create a finance organization that is aligned with how we are building this business - disciplined, accountable, and focused on long-term value creation,” Wunderlich concluded.


Go Forward Finance & Accounting Structure


After the departure of Mr. Rinn, the finance and accounting team will be structured as follows:



Mike Pena will focus on the forward-looking side of the Company’s business, including financial planning, capital allocation, and operational finance across payments and credit.



Krista Wenzel will continue to lead accounting, reporting, and auditing, with a focus on accuracy, discipline, and strong financial controls.



This leadership transition reflects the next phase of the Company’s strategy. As the Company continues to focus on disciplined capital allocation, improving unit economics, and building a durable fintech platform, it is evolving its finance function to support both forward-looking decision-making and rigorous financial controls.


About Mike Pena


Michael Pena, 43, is an experienced finance executive with a background in structured finance, credit, operations, investor relations, and financial technology. Mr. Pena currently serves as Senior Vice President of Finance at the Company. In that role, he leads financial operations, accounting, and portfolio analytics, and manages the Company’s credit warehouse facility while also supporting risk, insurance, and audit functions. Mr. Pena played a key role in Credova’s acquisition by the Company in March 2024. Prior to the acquisition, he served as Director of Finance of Credova from October 2019 to August 2021 and then CFO of Credova from August 2021 until its sale to the Company in March 2024. In that role, Mike has led the finance team at Credova, guiding all aspects of the company’s finance, accounting, and risk functions. Earlier in his career, Mr. Pena held roles at State Street Bank and Trust. He began his career in public accounting, working on audit and tax engagements. Mr. Pena holds an MBA in Entrepreneurship from Drury University and a BS in Accounting from Missouri State.


About Krista Wenzel


Krista Wenzel, 39, is a seasoned finance executive with extensive experience in public company leadership, capital markets, and enterprise finance operations. She currently serves as Senior Vice President of Finance & Accounting at the Company, a role she has held since November 2025. Ms. Wenzel was Vice President of Accounting at the Company from September 2024 to November 2025. Before joining the Company, she served as Chief Financial Officer for multiple infrastructure investment platforms at Meridiam, including the Fiber Platform from April 2023 to September 2024 and the Iowa Energy Collaborative, LLC, from April 2020 to April 2023. In these roles at Meridiam, Ms. Wenzel led finance, treasury, tax, HR, IT, and risk functions and supported capital structures exceeding $1.0 billion, including major financings such as a $320 million project financing and a $600 million revolving credit facility. Earlier in her career, she founded KDW Advisors and held finance leadership roles in consulting firms and municipal utilities. Ms. Wenzel holds an MBA from the University of Phoenix, a BS in Accounting from Iowa State University, and is a Certified Public Accountant.


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, 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) 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, (ii) 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, (iii) the ability to implement business plans, growth, marketplace and other expectations, and identify and realize additional opportunities, (iv) risks related to PublicSquare’s limited operating history, the rollout and/or expansion of its business and the timing of expected business milestones, (v) risks related to PublicSquare’s potential inability to achieve or maintain profitability and generate significant revenue, (vi) the ability to raise capital on reasonable terms as necessary to develop its products in the timeframe contemplated by PublicSquare’s business plan, (vii) the ability to execute PublicSquare’s anticipated business plans and strategy, (viii) 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, (ix) 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, (x) 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, (xi) 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, (xii) the risk of PublicSquare being unable to sell its Brands segment, in a timely manner, at desirable prices, or at all, and (xiii) 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260407508569/en/
Investors Contact:

investment@publicsquare.com


Media Contact:

pr@publicsquare.com


Original: PSQ Holdings Announces Finance Leadership Transition

PublicSquare to Present at 38th Annual Roth ConferenceMarch 17, 2026 4:15 PM
Business Wire
PSQ Holdings, Inc. (NYSE: PSQH) (the “Company”), a payments and financial infrastructure company, today announced that Dusty Wunderlich, Chairman and Chief Executive Officer, will participate in a fireside chat at the upcoming 38th Annual Roth Investor Conference on Tuesday, March 24, 2026, at 10:30 a.m. PT (1:30 p.m. ET). A link to the webcast will be available at investors.publicsquare.com. Attendees should log in to the webcast approximately 15 minutes before the presentation starts.


PublicSquare management will also host one-on-one investor meetings with institutional investors at the conference to discuss the Company’s recent financial results, business trends, and growth opportunities.


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. For more information, visit publicsquare.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260317970832/en/
Investors Contact:

investment@publicsquare.com

Media Contact:

pr@publicsquare.com


Original: PublicSquare to Present at 38th Annual Roth Conference

PSQH.................................p//m

PSQ Holdings, Inc. Announces Fourth Quarter and Full Year 2025 Financial Results, Highlighting Operating Improvements and Strengthened Cash DisciplineMarch 17, 2026 6:30 AM
Business Wire
Fourth Quarter Revenue Growth of 109%


Full-Year Revenue Growth of 81%


Full-Year Operating Expense Reduction of 21%


PSQ Holdings, Inc. (NYSE: PSQH) (the “Company”), a payments and financial infrastructure company, today reported financial results for the fourth quarter 2025 and full year 2025.


FOURTH QUARTER 2025 HIGHLIGHTS



Net revenue from continuing operations, which includes the financial technology (“fintech”) segment, for the quarter ended December 31, 2025 was $7.3 million compared to $3.5 million for the fourth quarter ended December 31, 2024, a 109% increase compared to the prior year period.



Operating expense (defined as general and administrative, sales and marketing, and research and development expense) for the quarter ended December 31, 2025 decreased $1.3 million or 11% compared to the prior year period.



Loss from discontinued operations, net of tax for the quarter ended December 31, 2025 was $4.5 million compared to $2.7 million for the fourth quarter of 2024.



Net loss for the quarter ended December 31, 2025 was $11.8 million, an improvement of $8.9 million, or 43%, compared to a net loss of $20.7 million for the quarter ended December 31, 2024.



Loss per share for the quarter ended December 31, 2025 improved to $0.25 compared to $0.66 for the fourth quarter of 2024, a 62% improvement compared to the fourth quarter of 2024.



FULL-YEAR 2025 HIGHLIGHTS



Net revenue from continuing operations, which includes the fintech segment, for the year ended December 31, 2025 was $18.2 million compared to $10.1 million for the year ended December 31, 2024, an 81% increase compared to the full year 2024.



Operating expense (defined as general and administrative, sales and marketing, and research and development expense) for the year ended December 31, 2025 decreased $10.3 million or 21% compared to the full year 2024. (This corrects the previously reported 27% decrease in operating expense disclosed in our preliminary financial results on February 17, 2026; the preliminary results accurately stated the dollar reduction of $10.3 million.)



Loss from discontinued operations, net of tax for the year ended December 31, 2025 was $11.7 million compared to $14.1 million for the year ended December 31, 2024, a 17% improvement compared to the full year 2024.



Loss per share for the year ended December 31, 2025 improved to $0.81 compared to $1.80 for the year ended December 31, 2024, a 55% improvement compared to the full year 2024.



Net loss for the year ended December 31, 2025 was $36.6 million, an improvement of $21.1 million, or 37%, compared to a net loss of $57.7 million for the year ended December 31, 2024.



Dusty Wunderlich, Chairman & CEO of PSQ Holdings, commented, “2025 was a strong year for PSQ Holdings. We delivered 81% revenue growth while reducing operating loss by 23% and net loss by 37%, reflecting stronger execution and increased financial discipline. We also made meaningful strides in reducing our cost structure, improving capital efficiency, and lowering cash usage, while continuing to scale our payments and financial infrastructure platform. As we enter 2026, we do so with growing momentum and a sharply focused plan to build on this progress.


These results reflect continued execution across our platform and the early impact of tighter operating discipline, coupled with the use of AI as a force multiplier. We are leveraging advanced tools to accelerate execution, increase efficiency, and enhance our operational tempo. Our priorities are clear: improve unit economics, execute with discipline, strengthen the balance sheet, and reduce cash burn. We intend to build trust the right way, through consistent performance and a credible path to profitability.”


OPERATIONAL RESTRUCTURING


In conjunction with the strategic shift to fintech, the Company’s Board of Directors and executive team have outlined a plan to improve the Company’s cash position, which involves a variety of cash management initiatives. This plan is supported by strong fintech performance in the second half of 2025, which has continued to build momentum into 2026. The cash management initiatives include the divestiture of its brands, the winding down of the marketplace segment, reductions in corporate operating expenses, and staff reductions of over 40%. In addition, the Company is working to terminate and or reduce contractor and consulting agreements. These executed and planned cost reductions that started in the fourth quarter of 2025 are expected to result in annualized cash savings of approximately $8.0 million.


FINANCIAL REVIEW


Balance Sheet & Liquidity



As of December 31, 2025, the Company had $16.1 million of restricted cash and cash and cash equivalents, which included $0.4 million related to discontinued operations.



The Company had an outstanding principal balance of $6.2 million on its $10.0 million revolving line of credit as of December 31, 2025.



Approximately $1.5 million of cash was utilized in the fourth quarter of 2025 as part of the Company’s balance sheet strategy where the Company holds certain consumer receivables from its consumer finance business on its balance sheet to increase revenue potential instead of immediately monetizing them to third parties.



Discontinued Operations



Net revenues from discontinued operations, which includes the Brands and Marketplace business segments, for the quarter ended December 31, 2025 was $4.1 million compared to $3.7 million for the quarter ended December 31, 2024.



Net revenues from discontinued operations, which includes the Brands and Marketplace business segments, for the year ended December 31, 2025 was $15.3 million compared to $13.1 million for the year ended December 31, 2024.



Note: Beginning with the third quarter 2025 reporting period both the Brands and Marketplace business segments are being shown as discontinued operations in the Company’s financial statements Results from discontinued operations are provided within the financial tables at the end of this release.


NON CORE SEGMENT UPDATE


In August 2025, the Company announced a strategic repositioning to focus its resources and capital on accelerating the growth of its fintech segment. As part of this repositioning, the Company initiated a plan to monetize its Brands segment and to pursue a sale or strategic partnership of the Marketplace segment, including evaluating opportunities to repurpose certain intellectual property to complement its Financial Technology offerings.


Following further evaluation of market conditions and transaction alternatives, the Company determined during the fourth quarter of 2025 that pursuing a sale or partnership of the Marketplace segment would not be the most efficient use of resources. Accordingly, the Company wound down the Marketplace business as of December 31, 2025, and will not continue development of the Marketplace technology platform as part of its long-term strategy. The Company may evaluate opportunities to leverage certain customer relationships in support of its Financial Technology initiatives.


The Company continues to actively pursue the monetization of the Brands segment, and the sale process remains ongoing. Management expects to enter into a definitive agreement during the first half of 2026 and continues to engage with interested parties.


Fourth Quarter and Full-Year 2025 Conference Call and Webcast


Management will host a teleconference and webcast to discuss its fourth quarter 2025 and full year 2025 results today, March 17, 2026 at 9:00 a.m. ET. The conference call can be accessed live through a link on the PSQ Holdings Investor Relations website at investors.publicsquare.com. During the webcast, the company will take both inbound questions received ahead of the call and questions from equity research analysts. Additionally, you can participate in the conference call by dialing (800) 715-9871 domestically or (646) 307-1963 internationally, and referencing conference ID #6209150. Attendees should log in to the webcast or dial in approximately 15 minutes before the start time of the call.


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. For more information, visit publicsquare.com.


Cautionary Statement Regarding Forward-Looking Statements


This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act 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, 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 expected revenue, revenue growth, operating expenses, anticipated growth, ability to achieve profitability, our plans for the Brands and Marketplace segments, and our outlook; 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) 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, (ii) 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, (iii) the ability to implement business plans, growth, marketplace and other expectations, and identify and realize additional opportunities, (iv) risks related to PublicSquare’s limited operating history, the rollout and/or expansion of its business and the timing of expected business milestones, (v) risks related to PublicSquare’s potential inability to achieve or maintain profitability and generate significant revenue, (vi) the ability to raise capital on reasonable terms as necessary to develop its products in the timeframe contemplated by PublicSquare’s business plan, (vii) the ability to execute PublicSquare’s anticipated business plans and strategy, (viii) 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, (ix) 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, (x) 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, (xi) 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, (xii) the risk of PublicSquare being unable to sell its Brands segment, in a timely manner, at desirable prices, or at all, and (xiii) 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.



PSQ HOLDINGS, INC.



Consolidated Balance Sheets








 



 






December 31,








 






 






2025






 






 






 






2024






 








Assets






 






 






 








Current assets:






 






 






 








Cash and cash equivalents






$






14,644,384






 






 






$






35,727,694






 








Restricted cash






 






1,119,580






 






 






 






265,253






 








Accounts receivable, net






 






1,630,987






 






 






 






262,084






 








Lease receivable, net






 






156,516






 






 






 






—






 








Loans held for investment, net of allowance for credit losses of $778,704 and $689,007 as of December 31, 2025 and 2024, respectively






 






6,148,072






 






 






 






3,986,997






 








Lease merchandise, net of accumulated depreciation of $938,959 and zero as of December 31, 2025 and 2024, respectively






 






960,024






 






 






 






—






 








Interest receivable






 






250,450






 






 






 






314,104






 








Prepaid expenses and other current assets






 






2,450,321






 






 






 






2,261,435






 








Current assets held for sale






 






4,407,921






 






 






 






4,019,595






 








Total current assets






 






31,768,255






 






 






 






46,837,162






 








Loans held for investment, net of allowance for credit losses of $150,702 and $127,038 as of December 31, 2025 and 2024, respectively, non-current






 






1,189,832






 






 






 






735,118






 








Lease merchandise, net of accumulated depreciation of $72,335 and zero as of December 31, 2025 and 2024, respectively, non-current






 






329,463






 






 






 






—






 








Property and equipment, net






 






187,262






 






 






 






275,539






 








Intangible assets, net






 






14,573,323






 






 






 






14,635,950






 








Goodwill






 






10,930,978






 






 






 






10,930,978






 








Operating lease right-of-use assets






 






669,356






 






 






 






274,603






 








Deposits






 






29,939






 






 






 






18,589






 








Non-current assets held for sale






 






—






 






 






 






1,185,902






 








Total assets






$






59,678,408






 






 






$






74,893,841






 








 






 






 






 








Liabilities and stockholders’ equity






 






 






 








Current liabilities:






 






 






 








Revolving line of credit






$






6,174,546






 






 






$






3,777,279






 








Accounts payable






 






5,351,651






 






 






 






2,869,272






 








Accrued expenses






 






1,205,386






 






 






 






784,724






 








Operating lease liabilities, current portion






 






323,842






 






 






 






122,587






 








Current liabilities held for sale






 






2,612,041






 






 






 






1,070,557






 








Total current liabilities






 






15,667,466






 






 






 






8,624,419






 








Convertible promissory notes, related party






 






20,000,000






 






 






 






20,000,000






 








Convertible promissory notes






 






8,449,500






 






 






 






8,449,500






 








Earn-out liabilities






 






540,000






 






 






 






620,000






 








Warrant liabilities






 






1,230,250






 






 






 






10,186,000






 








Operating lease liabilities






 






354,286






 






 






 






163,716






 








Total liabilities






 






46,241,502






 






 






 






48,043,635






 








Commitments and contingencies






 






 






 








Stockholders’ equity






 






 






 








Preferred stock, $0.0001 par value; 50,000,000 authorized shares; no shares issued and outstanding as of December 31, 2025 and 2024, respectively






 






—






 






 






 






—






 








Class A Common Stock, $0.0001 par value; 500,000,000 authorized shares; 46,492,639 shares and 39,575,499 shares issued and outstanding as of December 31, 2025 and 2024, respectively






 






4,650






 






 






 






3,958






 








Class C Common Stock, $0.0001 par value; 40,000,000 authorized shares; 3,213,678 shares issued and outstanding as of December 31, 2025 and 2024, respectively






 






321






 






 






 






321






 








Additional paid in capital






 






169,944,031






 






 






 






146,746,355






 








Accumulated deficit






 






(156,512,096






)






 






 






(119,900,428






)








Total stockholders’ equity






 






13,436,906






 






 






 






26,850,206






 








Total liabilities and stockholders’ equity






$






59,678,408






 






 






$






74,893,841






 









PSQ HOLDINGS, INC.








Consolidated Statements of Operations










 



 






Unaudited three months




ended December 31,






 






For the years ended




December 31,








 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








Revenues, net






$






7,331,948






 






 






$






3,508,612






 






 






$






18,219,469






 






 






$






10,061,045






 








Costs and expenses:






 






 






 






 






 






 






 








Cost of revenue (exclusive of depreciation and amortization expense shown below)






 






2,474,433






 






 






 






176,437






 






 






 






5,602,641






 






 






 






438,144






 








General and administrative






 






8,748,465






 






 






 






8,558,786






 






 






 






28,881,858






 






 






 






38,804,534






 








Sales and marketing






 






1,322,704






 






 






 






2,737,256






 






 






 






5,965,941






 






 






 






8,278,034






 








Research and development






 






618,972






 






 






 






649,395






 






 






 






3,841,902






 






 






 






1,893,782






 








Depreciation and amortization






 






1,914,305






 






 






 






767,014






 






 






 






5,887,897






 






 






 






2,347,107






 








Total costs and expenses






 






15,078,879






 






 






 






12,888,888






 






 






 






50,180,239






 






 






 






51,761,601






 








Operating loss






 






(7,746,931






)






 






 






(9,380,276






)






 






 






(31,960,770






)






 






 






(41,700,556






)








Other income (expense):






 






 






 






 






 






 






 








Other income, net






 






101,265






 






 






 






234,622






 






 






 






987,983






 






 






 






419,050






 








Change in fair value of earn-out liabilities






 






145,000






 






 






 






(470,000






)






 






 






630,000






 






 






 






40,000






 








Change in fair value of warrant liabilities






 






1,116,250






 






 






 






(7,553,500






)






 






 






8,955,750






 






 






 






(56,000






)








Interest expense, net






 






(902,929






)






 






 






(868,456






)






 






 






(3,509,485






)






 






 






(2,302,697






)








Loss before income taxes from continuing operations






 






(7,287,345






)






 






 






(18,037,610






)






 






 






(24,896,522






)






 






 






(43,600,203






)








Income tax expense






 






—






 






 






 






—






 






 






 






—






 






 






 






(1,600






)








Loss from continuing operations






 






(7,287,345






)






 






 






(18,037,610






)






 






 






(24,896,522






)






 






 






(43,601,803






)








Loss from discontinued operations, net of tax






 






(4,528,110






)






 






 






(2,700,053






)






 






 






(11,715,146






)






 






 






(14,085,486






)








Net loss






$






(11,815,455






)






 






$






(20,737,663






)






 






$






(36,611,668






)






 






$






(57,687,289






)








 






 






 






 






 






 






 






 








Continuing operations loss per common share, basic and diluted






$






(0.15






)






 






$






(0.57






)






 






$






(0.55






)






 






$






(1.36






)








Discontinued operations loss per common share, basic and diluted






 






(0.09






)






 






 






(0.09






)






 






 






(0.26






)






 






 






(0.44






)








Net loss per common share, basic and diluted






$






(0.25






)






 






$






(0.66






)






 






$






(0.81






)






 






$






(1.80






)








Weighted average shares outstanding, basic and diluted






 






47,860,208






 






 






 






31,391,595






 






 






 






45,538,683






 






 






 






32,019,491






 








PSQ HOLDINGS, INC.



Consolidated Statements of Cash Flows








 



 






For the years ended




December 31,








 






 






2025






 






 






 






2024






 








Cash flows from Operating Activities






 






 






 








Net loss






$






(36,611,668






)






 






$






(57,687,289






)








Adjustment to reconcile net loss to cash used in operating activities:






 






 






 








Change in fair value of earn-out liabilities






 






(630,000






)






 






 






(40,000






)








Change in fair value of warrant liabilities






 






(8,955,750






)






 






 






56,000






 








Share-based compensation






 






10,774,457






 






 






 






20,723,153






 








Amortization of step-up in loans held for investment






 






169,607






 






 






 






732,393






 








Provision for credit losses on loans held for investment






 






1,014,811






 






 






 






1,052,651






 








Origination of loans and leases for resale






 






(33,625,191






)






 






 






(27,023,006






)








Proceeds from sale of loans and leases for resale






 






38,108,690






 






 






 






31,025,468






 








Gain on sale of loans and leases






 






(4,483,499






)






 






 






(4,002,463






)








Impairment of lease merchandise






 






466,038






 






 






 






—






 








Impairment of software capitalization






 






3,596,002






 






 






 






—






 








Depreciation and amortization






 






6,614,582






 






 






 






3,258,810






 








Non-cash operating lease expense






 






257,657






 






 






 






377,176






 








Changes in operating assets and liabilities:






 






 






 








Accounts receivable






 






(1,255,540






)






 






 






(242,940






)








Lease receivable






 






(156,516






)






 






 






—






 








Interest receivable






 






63,654






 






 






 






(314,104






)








Inventory






 






(1,806






)






 






 






(1,224,215






)








Prepaid expenses and other current assets






 






534,447






 






 






 






1,519,271






 








Deposits






 






(8,178






)






 






 






13,542






 








Accounts payable






 






2,705,852






 






 






 






(1,737,159






)








Accrued expenses






 






393,087






 






 






 






(62,346






)








Deferred revenue






 






1,348,451






 






 






 






(171,477






)








Operating lease liabilities






 






(260,585






)






 






 






(382,186






)








Net cash used in operating activities






 






(19,941,398






)






 






 






(34,128,721






)








 






 






 






 








Cash flows from Investing Activities






 






 






 








Additions to lease merchandise, net of disposals






 






(3,337,606






)






 






 






—






 








Software development costs






 






(2,893,739






)






 






 






(3,681,123






)








Principal paydowns on loans held for investment






 






18,838,335






 






 






 






13,456,408






 








Disbursements for loans held for investment






 






(22,638,542






)






 






 






(12,935,888






)








Purchase of licenses






 






(455,000






)






 






 






—






 








Acquisition of businesses, net of cash acquired






 






—






 






 






 






141,215






 








Net cash used in investing activities






 






(10,486,552






)






 






 






(3,019,388






)








 






 






 






 








Cash flows from Financing Activities






 






 






 








Proceeds from convertible note payable, related party






 






—






 






 






 






20,000,000






 








Net disbursements for taxes paid related to vesting of employee restricted stock units






 






—






 






 






 






(468,981






)








Proceeds from issuances of common stock and pre-funded warrants, net






 






6,720,667






 






 






 






—






 








Proceeds from issuances of common stock, net of issuance costs






 






1,203,244






 






 






 






39,299,795






 








Proceeds from revolving line of credit






 






11,921,744






 






 






 






7,018,052






 








Repayments on revolving line of credit






 






(9,524,477






)






 






 






(8,557,180






)








Cash paid for stock issuance costs






 






(365,516






)






 






 






—






 








Net cash provided by financing activities






 






9,955,662






 






 






 






57,291,686






 








Net (decrease) increase in cash, cash equivalents and restricted cash






 






(20,472,288






)






 






 






20,143,577






 








Cash, cash equivalents, and restricted cash, beginning of period






 






36,589,607






 






 






 






16,446,030






 








Cash, cash equivalents, and restricted cash, end of the period






$






16,117,319






 






 






$






36,589,607






 








Cash and cash equivalents from continuing operations






 






14,644,384






 






 






 






35,727,694






 








Restricted cash from continuing operations






 






1,119,580






 






 






 






265,253






 








Cash and cash equivalents from discontinued operations






 






353,355






 






 






 






596,660






 








Total cash, cash equivalents, and restricted cash, end of the period






$






16,117,319






 






 






$






36,589,607






 








 






 






 






 








Supplemental Cash Flow Information






 






 






 








Issuance of common shares in connection with the asset acquisition






$






4,500,000






 






 






$






—






 








Earnout liability generated by asset acquisition






$






550,000






 






 






$






—






 








Operating lease right-of-use asset obtained in exchange for operating lease liability






$






652,410






 






 






$






—






 








Accrued variable compensation settled with RSU grants






$






597,397






 






 






$






411,878






 








Shares issued in connection with Credova Merger






$






—






 






 






$






14,137,606






 








Note Exchange in connection with Credova Merger






$






—






 






 






$






8,449,500






 







Discontinued Operations


The following table summarizes the key components of the operating results of the discontinued operations within the Consolidated Statements of Operations for the three months ended December 31, 2025 and 2024:




 






For the three months




ended December 31, 2025






 






For the three months




ended December 31, 2024








 






Marketplace






 






Brands






 






Marketplace






 






Brands








Revenues, net






$






179,606






 






 






$






3,881,086






 






 






$






561,491






 






 






$






3,138,102






 








Cost of revenues (exclusive of depreciation and amortization shown below)






 






64,849






 






 






 






—






 






 






 






238,669






 






 






 






1,885






 








Cost of goods sold (exclusive of depreciation and amortization shown below)






 






400






 






 






 






2,733,219






 






 






 






5,576






 






 






 






2,099,025






 








Operating costs






 






4,166,298






 






 






 






1,515,979






 






 






 






2,291,550






 






 






 






1,472,536






 








Depreciation and amortization






 






—






 






 






 






—






 






 






 






254,211






 






 






 






35,024






 








Operating loss






 






(4,051,941






)






 






 






(368,112






)






 






 






(2,228,515






)






 






 






(470,368






)








Other expense, net






 






—






 






 






 






(108,057






)






 






 






(307






)






 






 






(863






)








Income tax expense






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 








Loss from discontinued operations, net of tax






$






(4,051,941






)






 






$






(476,169






)






 






$






(2,228,822






)






 






$






(471,231






)







The following table summarizes the key components of the operating results of the discontinued operations within the Consolidated Statements of Operations for the years ended December 31, 2025 and 2024:




 






For the year ended




December 31, 2025






 






For the year ended




December 31, 2024








 






Marketplace






 






Brands






 






Marketplace






 






Brands








Revenues, net






$






1,119,256






 






 






$






14,215,357






 






 






$






2,951,292






 






 






$






10,187,097






 








Cost of revenues (exclusive of depreciation and amortization shown below)






 






351,037






 






 






 






527






 






 






 






1,711,333






 






 






 






6,243






 








Cost of goods sold (exclusive of depreciation and amortization shown below)






 






12,351






 






 






 






9,604,751






 






 






 






5,576






 






 






 






6,700,385






 








Operating costs






 






8,360,729






 






 






 






7,862,892






 






 






 






12,261,729






 






 






 






5,552,022






 








Depreciation and amortization






 






645,059






 






 






 






81,725






 






 






 






770,780






 






 






 






140,923






 








Operating loss






 






(8,249,920






)






 






 






(3,334,538






)






 






 






(11,798,126






)






 






 






(2,212,476






)








Other expense, net






 






(22,631






)






 






 






(108,057






)






 






 






(67,626






)






 






 






(7,677






)








Income tax expense






 






—






 






 






 






—






 






 






 






—






 






 






 






419






 








Loss from discontinued operations, net of tax






$






(8,272,551






)






 






$






(3,442,595






)






 






$






(11,865,752






)






 






$






(2,219,734






)







Assets and liabilities of segments classified as held for sale in the Consolidated Balance Sheets as of December 31, 2025 and 2024, consist of the following:




 






December 31,

2025






 






December 31,

2024








Assets






 






 






 








Current assets:






 






 






 








Cash and cash equivalents






$






353,355






 






$






596,660








Accounts receivable, net






 






72,372






 






 






185,735








Inventory






 






2,665,203






 






 






2,624,918








Prepaid expenses and other current assets






 






215,986






 






 






612,282








Intangible assets, net






 






1,072,762






 






 






—








Deposits






 






28,243






 






 






—








Total current assets held for sale






 






4,407,921






 






 






4,019,595








Intangible assets, net






 






—






 






 






1,154,487








Deposits






 






—






 






 






31,415








Total non-current assets held for sale






 






—






 






 






1,185,902








Total assets held for sale






$






4,407,921






 






$






5,205,497








 






 






 






 








Liabilities






 






 






 








Current liabilities:






 






 






 








Accounts payable






$






854,889






 






$






634,281








Accrued expenses






 






357,183






 






 






386,797








Deferred revenue






 






1,399,969






 






 






49,479








Total liabilities held for sale






$






2,612,041






 






$






1,070,557







The cash flows related to the discontinued operations have not been segregated and are included in the Consolidated Statements of Cash Flows. The following table presents cash flow for the discontinued segments.




 






For the years ended December 31,








 






 






2025






 






 






 






2024






 








Net cash used in operating activities






$






(5,711,652






)






 






$






(15,287,304






)








Net cash used in investing activities






$






(356,678






)






 






$






(2,583,975






)







Non-GAAP Financial Measures


The non-GAAP financial measures below have not been calculated in accordance with GAAP and should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. We caution investors that non-GAAP financial information, by its nature, departs from traditional accounting conventions. Therefore, its use can make it difficult to compare our current results with our results from other reporting periods and with the results of other companies.


Our management uses these non-GAAP financial measures, in conjunction with GAAP financial measures, as an integral part of managing our business and to, among other things: (i) monitor and evaluate the performance of our business operations and financial performance; (ii) facilitate internal comparisons of the historical operating performance of our business operations; (iii) facilitate external comparisons of the results of our overall business to the historical operating performance of other companies that may have different capital structures and debt levels; (iv) review and assess the operating performance of our management team; (v) analyze and evaluate financial and strategic planning decisions regarding future operating investments; and (vi) plan for and prepare future annual operating budgets and determine appropriate levels of operating investments.


For the periods presented, we define non-GAAP operating loss as GAAP operating loss, adjusted to exclude, as applicable, certain expenses as presented in the table below:




 






For the three months




ended

December 31,






 






For the years ended

December 31,








 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








Reconciliation:






 






 






 






 






 






 






 








GAAP operating loss






$






(7,746,931






)






 






$






(9,380,276






)






 






$






(31,960,770






)






 






$






(41,700,556






)








Non-GAAP adjustments:






 






 






 






 






 






 






 








Corporate costs not allocated to segments






 






(1,703,593






)






 






 






(4,169,268






)






 






 






(6,166,822






)






 






 






(16,106,785






)








Transaction costs incurred in connection with acquisitions






 






—






 






 






 






—






 






 






 






—






 






 






 






(2,295,502






)








Share-based compensation (exclusive of what is included in transaction costs above)






 






(2,798,731






)






 






 






(3,868,146






)






 






 






(10,774,457






)






 






 






(19,835,744






)








Depreciation and amortization






 






(1,914,305






)






 






 






(767,014






)






 






 






(5,887,897






)






 






 






(2,347,107






)








Non-GAAP operating loss






$






(1,330,302






)






 






$






(575,848






)






 






$






(9,131,594






)






 






$






(1,115,418






)







 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260317860915/en/
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Original: PSQ Holdings, Inc. Announces Fourth Quarter and Full Year 2025 Financial Results, Highlighting Operating Improvements and Strengthened Cash Discipline