PSQ Holdings, Inc 10-Q for FY2026 Q3
PSQ Holdings, Inc. (PSQH)
10-Q
2026-11-06
For: 2026-09-30
View Original
Added on
November 06, 2026
About this 10-Q
PSQ Holdings, Inc filed this 10-Q on November 6, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
PSQ Holdings reported $4.1 million net loss for three months ended September 30, 2026, versus $12.0 million in 2025. Payments GMV rose 121% to $197.3 million, while unrestricted cash totaled $3.8 million as of September 30, 2026. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $7.34M
- up 66.7% from $4.4M a year earlier
- Net loss
- $4.13M
- compared with a net loss of $11.98M a year earlier
- Diluted EPS
- -$1.00
- compared with -$3.90 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended September 30, 2026
For the transition period from to
Commission File Number: 001-40457
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | o | Accelerated filer | o | ||||||||
| x | Smaller reporting company | ||||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of November 3, 2026, there were 4,375,527 shares of the registrant’s Class A Common Stock, par value $0.0001 per share, issued and outstanding.
TABLE OF CONTENTS
| Page | ||||||||
Item 5 | 41 | |||||||
i
PART I—FINANCIAL INFORMATION
ITEM 1. Interim Condensed Consolidated Financial Statements
PSQ HOLDINGS, INC.
Condensed Consolidated Balance Sheets
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Accounts receivable, net | |||||||||||
| Lease receivable, net | |||||||||||
Loans held for investment, net of allowance for credit losses of $ | |||||||||||
Lease merchandise, net of accumulated depreciation of $ | |||||||||||
| Interest receivable | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
Current assets held for sale (Note 4) | |||||||||||
| Total current assets | |||||||||||
Loans held for investment, net of allowance for credit losses of $ | |||||||||||
Lease merchandise, net of accumulated depreciation of | |||||||||||
| Property and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Deposits | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders’ equity | |||||||||||
| Current liabilities: | |||||||||||
| Revolving line of credit | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
| Operating lease liabilities, current portion | |||||||||||
Current liabilities held for sale (Note 4) | |||||||||||
| Total current liabilities | |||||||||||
Convertible promissory notes, related party (Note 10) | |||||||||||
| Convertible promissory notes | |||||||||||
| Earn-out liabilities | |||||||||||
| Warrant liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 16) | |||||||||||
| Stockholders’ equity | |||||||||||
Preferred stock, $ | |||||||||||
Class A Common Stock, $ | |||||||||||
Class C Common Stock, $ | |||||||||||
Additional paid in capital (1) | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
(1) Results have been adjusted to reflect the reverse stock split of the Class A Common Stock at a ratio of 1-for-15 that became effective July 13, 2026. See Note 1 — Organization and Business Operations for further details.
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
1
PSQ HOLDINGS, INC.
Condensed Consolidated Statements of Operations (Unaudited)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues, net | $ | $ | $ | $ | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization expense shown below) | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Other (expense) income, net | ( | ( | |||||||||||||||||||||
| Changes in fair value of earn-out liabilities | |||||||||||||||||||||||
| Changes in fair value of warrant liabilities | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Loss before income taxes from continuing operations | ( | ( | ( | ( | |||||||||||||||||||
| Income tax benefit | |||||||||||||||||||||||
| Loss from continuing operations | ( | ( | ( | ( | |||||||||||||||||||
| Loss from discontinued operations, net of tax | ( | ( | ( | ( | |||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Continuing operations loss per common share, basic and diluted (1) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Discontinued operations loss per common share, basic and diluted (1) | $ | ( | ( | $ | ( | ( | |||||||||||||||||
Net loss per common share, basic and diluted (1) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Weighted average shares outstanding, basic and diluted (1) | |||||||||||||||||||||||
(1) Results have been adjusted to reflect the reverse stock split of the Class A Common Stock at a ratio of 1-for-15 that became effective July 13, 2026. See Note 1 — Organization and Business Operations for further details.
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
2
PSQ HOLDINGS, INC.
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
| Preferred Stock | Class A Common Stock | Class C Common Stock | Additional Paid-In Capital (1) | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares (1) | Amount (1) | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares for fully vested restricted stock units | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cancellation of Class C Common Stock | — | — | — | — | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Class C Common Stock to Class A Common Stock | — | — | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Closing costs from private investment in public equity transaction (2) | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for at-the-market offering, net | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares for fully vested restricted stock units | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares for fully vested restricted stock units | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares for granted restricted stock awards | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of pre-funded warrants to common stock | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock through private investment in public equity transaction | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock settled in cash from reverse split | — | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Class A Common Stock | Class C Common Stock | Additional Paid-In Capital (1) | Accumulated Deficit | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares (1) | Amount (1) | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock from Employee Stock Purchase Plan | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares for fully vested restricted stock units | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for asset acquisition | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for at-the-market offering, net | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares for fully vested restricted stock units | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares for fully vested restricted stock units | — | — | — | — | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) Results have been adjusted to reflect the reverse stock split of the Class A Common Stock at a ratio of 1-for-15 that became effective July 13, 2026. See Note 1 — Organization and Business Operations for further details.
(2) Pre-funded warrants, issued in December 2025, were exercisable for nominal consideration (an exercise price per share equal to $0.0001 per share); however, zero remain unexercised as of September 30, 2026.
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
3
PSQ HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
| For the Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from Operating Activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustment to reconcile net loss to net cash used in operating activities: | |||||||||||
| Changes in fair value of warrant liabilities | ( | ( | |||||||||
| Changes in fair value of earn-out liabilities | ( | ( | |||||||||
| Share-based compensation | |||||||||||
| Impairment of right-of-use asset | |||||||||||
| Amortization of step-up in loans held for investment | |||||||||||
| Provision for credit losses on loans held for investment | |||||||||||
| Origination of loans and leases for resale | ( | ( | |||||||||
| Proceeds from sale of loans and leases for resale | |||||||||||
| Gain on sale of loans and leases | ( | ( | |||||||||
| (Recovery)/Impairment of lease merchandise | ( | ||||||||||
| Loss on disposal of furniture | |||||||||||
| Depreciation and amortization | |||||||||||
| Non-cash operating lease expense | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Lease receivable | ( | ||||||||||
| Interest receivable | ( | ||||||||||
| Inventory | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Deposits | ( | ||||||||||
| Accounts payable | |||||||||||
| Accrued expenses | ( | ||||||||||
| Deferred revenue | ( | ||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Cash flows from Investing Activities | |||||||||||
| Disposals/(Additions) to lease merchandise, net of (additions) and disposals | ( | ||||||||||
| Software development costs | ( | ( | |||||||||
| Principal paydowns on loans held for investment | |||||||||||
| Disbursements for loans held for investment | ( | ( | |||||||||
| Purchase of licenses | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from Financing Activities | |||||||||||
| Proceeds from revolving line of credit | |||||||||||
| Repayments on revolving line of credit | ( | ( | |||||||||
| Net proceeds from private equity transaction | |||||||||||
| Proceeds from issuance of common stock at-the-market offering | |||||||||||
| Cash paid for stock issuance costs | ( | ||||||||||
| Other financing activities, net | ( | ||||||||||
| Net cash provided by financing activities | |||||||||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of the period | $ | $ | |||||||||
| Cash and cash equivalents from continued operations | $ | $ | |||||||||
| Restricted cash from continued operations | |||||||||||
| Cash and cash equivalents from discontinued operations | |||||||||||
| Total cash, cash equivalents and restricted cash, end of the period | $ | $ | |||||||||
| Supplemental Cash Flow Information | |||||||||||
| Cash paid for interest for convertible notes and revolving line of credit | $ | $ | |||||||||
| Supplemental disclosure of noncash investing and financing activities: | |||||||||||
| Issuance of common shares in connection with the asset acquisition | $ | $ | |||||||||
| Earnout liability generated by asset acquisition | $ | $ | |||||||||
| Operating lease right-of-use asset obtained in exchange for operating lease liability | $ | $ | |||||||||
| Accrued variable compensation settled with RSU grants | $ | $ | |||||||||
Cash flows from discontinued operations are included in the above amounts and explained in Note 4.
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
4
PSQ HOLDINGS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Organization and Business Operations
PSQ Holdings, Inc. (collectively "PSQH", or the "Company") is a financial technology company. Historically, the Company operated through three segments: Financial Technology, Marketplace, and Brands ("Financial Technology", "Marketplace", and "Brands"). In August 2025, the Company determined the Marketplace and Brands segments met the criteria for discontinued operations. Accordingly, the results of those segments have been reported as discontinued operations in the accompanying Unaudited Condensed Consolidated Financial Statements.
The Company now operates as a single reportable segment, Financial Technology ("FinTech"). The Financial Technology segment consists of three operating segments. See Note 15 — Segments for additional information on the operating segments.
•PSQ Payments ("Payments"), which provides payment processing services, including debit card, credit card, and automated clearing house ("ACH") transactions;
•Credova, which provides consumer financing solutions, including installment loans, “Buy Now, Pay Later” products, and lease-based offerings; and
•PSQ Impact ("Impact"), which provides a payments and fundraising platform serving nonprofit organizations and political campaigns.
Shares of the Company are listed on the New York Stock Exchange and trade under the symbol “NYSE:PSQH”, and public warrants are listed under the symbol "NYSE:PSQH.WS".
Credova Merger
On March 13, 2024, the Company entered into an agreement and plan of merger (the “Credova Merger Agreement”) with Cello Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, Credova Holdings, Inc., a Delaware corporation (“Credova”), and Samuel L. Paul, in the capacity as the Seller Representative in accordance with the terms of the Credova Merger Agreement (“Credova Merger”).
Reverse Stock Split
On July 9, 2026, the Company's stockholders approved a reverse stock split of the Company's Class A Common Stock at a ratio within a range of 1-for-5 and 1-for-15 and granted the Company's Board of Directors (the "Board") the discretion to determine the timing and ratio of the split within such range.
On July 9, 2026, the Board determined to effect the reverse stock split of the Class A Common Stock at a 1-for-15 ratio (the "Reverse Stock Split"). The Company's Class A Common Stock began trading on a split-adjusted basis when the market opened on July 13, 2026.
Impact of the Reverse Stock Split
The impact of the Reverse Stock Split was applied retroactively for all periods presented in accordance with applicable guidance. Therefore, some period amounts are different from those previously reported.
The following tables illustrate changes in the number of shares of Class A Common Stock, stockholders' equity attributable to the Class A Common Stock, and additional paid-in capital, as previously reported prior to, and adjusted subsequent to, the Reverse Stock Split, for the following prior periods:
5
| As of March 31, 2026 | |||||||||||
| As Previously Reported | Impact of Reverse Stock Split | As Adjusted | |||||||||
| Class A Common Stock Shares Outstanding | ( | ||||||||||
| Stockholders' equity attributable to Class A Common Stock amount | $ | $ | ( | $ | |||||||
| Additional Paid-in-Capital | $ | $ | $ | ||||||||
| As of December 31, 2025 | |||||||||||
| As Previously Reported | Impact of Reverse Stock Split | As Adjusted | |||||||||
| Class A Common Stock Shares Outstanding | ( | ||||||||||
| Stockholders' equity attributable to Class A Common Stock amount | $ | $ | ( | $ | |||||||
| Additional Paid-in-Capital | $ | $ | $ | ||||||||
| As of September 30, 2025 | |||||||||||
| As Previously Reported | Impact of Reverse Stock Split | As Adjusted | |||||||||
| Class A Common Stock Shares Outstanding | ( | ||||||||||
| Stockholders' equity attributable to Class A Common Stock amount | $ | $ | ( | $ | |||||||
| Additional Paid-in-Capital | $ | $ | $ | ||||||||
| As of June 30, 2025 | |||||||||||
| As Previously Reported | Impact of Reverse Stock Split | As Adjusted | |||||||||
| Class A Common Stock Shares Outstanding | ( | ||||||||||
| Stockholders' equity attributable to Class A Common Stock amount | $ | $ | ( | $ | |||||||
| Additional Paid-in-Capital | $ | $ | $ | ||||||||
| As of March 31, 2025 | |||||||||||
| As Previously Reported | Impact of Reverse Stock Split | As Adjusted | |||||||||
| Class A Common Stock Shares Outstanding | ( | ||||||||||
| Stockholders' equity attributable to Class A Common Stock amount | $ | $ | ( | $ | |||||||
| Additional Paid-in-Capital | $ | $ | $ | ||||||||
| As of December 31, 2024 | |||||||||||
| As Previously Reported | Impact of Reverse Stock Split | As Adjusted | |||||||||
| Class A Common Stock Shares Outstanding | ( | ||||||||||
| Stockholders' equity attributable to Class A Common Stock amount | $ | $ | ( | $ | |||||||
| Additional Paid-in-Capital | $ | $ | $ | ||||||||
The following tables illustrates changes in loss per share and weighted average shares outstanding, as previously reported prior to, and adjusted subsequent to, the Reverse Stock Split, for the following prior periods:
6
| Three Months Ended September 30, 2025 | |||||||||||
| As Previously Reported | Impact of Reverse Stock Split | As Adjusted | |||||||||
| Continuing operations loss per common share, basic and diluted | $ | ( | $ | ( | $ | ( | |||||
| Discontinued operations loss per common share, basic and diluted | $ | ( | $ | ( | $ | ( | |||||
| Net loss per common share, basic and diluted | $ | ( | $ | ( | $ | ( | |||||
| Weighted average shares outstanding, basic and diluted | ( | ||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||
| As Previously Reported | Impact of Reverse Stock Split | As Adjusted | |||||||||
| Continuing operations loss per common share, basic and diluted | $ | ( | $ | ( | $ | ( | |||||
| Discontinued operations loss per common share, basic and diluted | $ | ( | $ | ( | $ | ( | |||||
| Net loss per common share, basic and diluted | $ | ( | $ | ( | $ | ( | |||||
| Weighted average shares outstanding, basic and diluted | ( | ||||||||||
Note 2 — Liquidity
The Company's Unaudited Condensed Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Historically, the Company’s primary sources of liquidity have been funds from financing activities. The Company reported net losses of $16.2 million and $24.8 million for the nine months ended September 30, 2026 and 2025, respectively, and had negative cash flows from operations of $8.2 million and $17.4 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026 and December 31, 2025, the Company had aggregate unrestricted cash and cash equivalents of $3.8 million and $14.6 million and net working capital of $5.7 million and $16.1 million, respectively.
For the nine months ended September 30, 2026, the Company paid approximately $2.2 million of non-recurring costs during the period, including $0.8 million of severance expenses. The Company also paid $1.0 million of costs associated with annual obligations.
Management continues to implement initiatives intended to reduce cash usage and improve operating efficiency. Through the strategic shift to focus exclusively on FinTech operations, the Company is improving its cash position and initiating a variety of cash management initiatives, including stronger revenues and margin run rates derived from the investments made in 2025, discontinuation of its Brands and Marketplace segments, reducing corporate operating expenses, and a staff reduction of 51 % which occurred from September 2025 through September 2026. These executed and planned reductions that started in the third quarter of 2025 are expected to result in annualized cash savings of approximately $8.0 million. Additionally, management is considering amending the terms of the existing credit facility to access additional financing, and evaluating other areas to reduce costs if necessary.
On July 28, 2026, the Company entered into a definitive agreement for the sale of EveryLife's assets to FreeHold Brands, LLC ("Buyer"), at a purchase price of $5.5 million in cash, before transaction fees and customary adjustments. On November 5, 2026 (the "Closing Date"), the parties entered into an amendment to the definitive agreement providing for an adjustment to the purchase price, pursuant to which, the Company received $1.0 million in cash and a $4.5 million seller note issued by the Buyer (the "Seller Note"). The Seller Note is secured by EveryLife's assets, begins to accrue interest at the prime rate on February 1, 2027, and provides for a minimum monthly principal payment of less than $0.1 million, with any remaining principal due in full 12 months from the Closing Date (the "Maturity Date"), unless Buyer exercises one or both of its two successive options to extend the Maturity Date by 12 months per extension if, despite commercially reasonable efforts, Buyer is unable to obtain bank financing sufficient to repay the Seller Note.
7
On August 13, 2026, the Company closed a private investment in public equity financing (the "Private Placement") with Davis Pilot III, Donald J. Trump, Jr., Blake Masters, Willie Langston, James Celli and Caitlin Long (or entities affiliated with such persons), each of whom are directors of the Company, resulting in gross proceeds of approximately $1.3 million, before fees and expenses. The Company issued an aggregate of 361,385 shares of Class A Common Stock at a price of $3.60 per share in the Private Placement.
In addition, the Company has access to an at-the-market offering program pursuant to which it may offer and sell shares of its Class A Common Stock from time to time, with $48.5 million in shares remaining available for issuance under the program as of September 30, 2026.
The Company’s future capital requirements will depend on many factors including the Company’s revenue growth rate, the timing and extent of spending to support further sales and marketing, and research and development efforts. In order to finance these opportunities, the Company may need to raise additional financing through public or private equity offerings, debt financings (including related-party financings), a credit facility or strategic collaborations. While there can be no assurances, the Company may need to pursue additional equity raises and rounds of debt financing. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected.
Operationally, the Company continues to focus on improving cash generation through revenue growth within its Financial Technology segment. Payments has expanded its merchant onboarding and sales efforts and has entered into multiple large merchant agreements, with additional contracts in advanced stages of negotiations. These developments are expected to contribute to future revenue growth; however, the timing and magnitude of any related cash inflows may vary.
Note 3 — Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in consolidated financial statements in accordance with U.S. GAAP have been omitted. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
All significant intercompany balances and transactions have been eliminated in consolidation.
The condensed consolidated balance sheet at December 31, 2025 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 which was filed with the SEC on March 17, 2026.
During the third quarter of 2025, management committed to a plan to divest the Company's Brands and Marketplace segments to focus on core FinTech operations. As of September 30, 2025, both segments met held-for-sale and discontinued operations criteria. As of December 31, 2025, the Marketplace segment no longer met held-for-sale criteria and was reclassified as held for use. The Company recorded a $3.6 million impairment loss on Marketplace capitalized software assets during the fourth quarter of 2025. Despite this reclassification, the exit of the Marketplace segment continues to be presented as discontinued operations for the three and nine months ended September 30, 2026 and 2025. The Brands segment continues to meet held-for-sale and discontinued operations as of September 30, 2026, with its assets and liabilities classified as held for sale and results reported as discontinued operations.
Unless otherwise noted, discussion within these notes to the Unaudited Condensed Consolidated Financial Statements relates to continuing operations. See Note 4 — Discontinued Operations for additional information about discontinued operations.
8
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Estimates are adjusted to reflect actual experience when necessary. Such estimates include, but are not limited to, lease merchandise and related depreciation method, impairments, loans held for sale and related credit losses, fair values of net assets acquired, fair values of net assets held for sale, revenue recognition, loss on loan purchase commitment, discount on self-originated loans, future cash flows associated with impairment testing for goodwill, indefinite-lived intangible assets, and other long-lived assets, estimates related to useful lives of capitalized software, estimation of contingencies, recoverability of deferred tax assets, the incremental borrowing rate applied to lease accounting, valuation of earn out liabilities and warrant liabilities, and estimation of income taxes. These estimates, judgments, and assumptions are reviewed periodically and the impact of any revisions are reflected in the consolidated financial statements in the period in which such revisions are made. Actual results could differ materially from those estimates, judgments, or assumptions, and such differences could be material to the Company’s condensed consolidated financial position and results of operations.
Concentration of Risks
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents, and accounts receivable. Cash balances may exceed the FDIC insurance limit of $250,000. The Company has not experienced any losses in such accounts.
For the three months ended September 30, 2026, one customer accounted for 28 % of the Company’s revenue while another accounted for 21 %. For the three months ended September 30, 2025, one customer accounted for 15 % of the Company’s revenue. For the nine months ended September 30, 2026, one customer accounted for 27 % while another accounted for 18 % of the Company's revenue. For the nine months ended September 30, 2025, one customer accounted for 22 %.
As of September 30, 2026, one customer and one payment processing partner (acting in an agent capacity with respect to certain payment transactions) accounted for 87 % of the Company’s accounts receivable. As of December 31, 2025, one customer and two payment processing partners (acting in an agent capacity with respect to certain payment transactions) accounted for 94 % of the Company’s accounts receivable.
Summary of Significant Accounting Policies
The Company's significant accounting policies are discussed in Note 3 - Summary of Significant Accounting Policies within the notes to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to these policies during the nine months ended September 30, 2026.
Recent Accounting Pronouncements
Recently Adopted Accounting Standards
In July 2025, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers ("ASC 606"). Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The Company adopted ASU 2025-05 beginning January 1, 2026. The adoption of ASU 2025-05 did not have a material impact on the Company's Unaudited Condensed Consolidated Financial Statements and related disclosures.
Recently Issued Accounting Pronouncements Not Yet Adopted
9
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its Unaudited Condensed Consolidated Financial Statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06") which amends the guidance in ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. The amendments in ASU 2025-06 are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The amendments in ASU 2025-06 permit entities to use either 1) a prospective transition approach, 2) a modified transition approach, or 3) a retrospective transition approach. The Company is currently evaluating the impact of ASU 2025-06 on the Unaudited Condensed Consolidated Financial Statements.
In November 2025, the FASB issued ASU No. 2025-08, Financial instruments – Credit Losses (Topic 326): Purchased Loans ("ASU 2025-08"), which amends the guidance in ASC 326 on the accounting for certain purchased loans. Under ASU 2025-08, entities must account for acquired loans (excluding credit cards) that meet certain criteria at acquisition (purchased seasoned loans) by recognizing them at their purchase price plus an allowance for expected credit losses (gross-up approach). Purchased seasoned loans are defined as either: (1) non-purchased credit deteriorated ("PCD") loans that are obtained in a business combination, or (2) non-PCD loans that (a) are obtained in an asset acquisition or upon consolidation of a variable interest entity that is not a business and (b) are acquired more than 90 days after their origination date by a transferee that was not involved in their origination. ASU 2025-08 also introduces an accounting policy election related to the subsequent measurement of expected credit losses for entities that use a method other than a discounted cash flow analysis to estimate credit losses on purchased seasoned loans. If this accounting policy is elected, entities can use the amortized cost basis of the asset to subsequently measure their credit loss allowance. ASU 2025-08 is effective for interim and annual reporting periods beginning after December 15, 2026. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance. The Company is currently assessing the impact of ASU 2025-08 on its Unaudited Condensed Consolidated Financial Statements and disclosures.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 is intended to update the guidance in Topic 270 by improving navigability of the required interim disclosures, clarifying when that guidance is applicable and adding a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 will be effective for the interim reporting periods within annual reporting periods beginning after December 15, 2027, with the option to early adopt at any time prior to the effective date and should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of ASU 2025-11 on its Unaudited Condensed Consolidated Financial Statements and disclosures.
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements ("ASU 2025-12"). ASU 2025-12 adds clarification, corrects errors, or makes minor improvements. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual reporting period and adoption can be applied prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2025-12 on its Unaudited Condensed Consolidated Financial Statements and disclosures.
10
Note 4 — Discontinued Operations
In August 2025, the Company announced its plan to monetize the Brands segment through the sale of EveryLife and its Marketplace segment through a sale or by strategically repurposing its intellectual property to enhance its Financial Technology offerings. During the third quarter of 2025, the Company evaluated each divestiture individually and determined each represented a strategic shift and met held-for-sale and discontinued operations accounting criteria. Accordingly, the Company began to separately report the results of these segments as discontinued operations in its Condensed Consolidated Statements of Operations and presented the related assets and liabilities as held for sale in its Condensed Consolidated Balance Sheets.
Subsequent to September 30, 2025, the Company reassessed its plan to sell the Marketplace segment based on updated market conditions and expected transaction economics. As of December 31, 2025, the Company determined that the Marketplace disposal group no longer met the criteria for classification as held for sale. Accordingly, the Marketplace assets were reclassified as held for use in accordance with ASC 360-10 and evaluated for recoverability. As a result of this evaluation, the Company recorded an impairment loss of $3.6 million during the fourth quarter of 2025 to write off the remaining carrying value of the Marketplace capitalized software asset. The Marketplace assets are no longer presented as held for sale in the Consolidated Balance Sheets as of December 31, 2025. The exit of the Marketplace segment continues to be presented as discontinued operations, as it represents a strategic shift that has a major effect on the Company’s operations and financial results. As of June 30, 2026, Marketplace operations had been completely discontinued.
As of September 30, 2026, the Brands segment continues to meet the held-for-sale and discontinued operations accounting criteria. On July 28, 2026, the Company entered into a definitive agreement for the sale of EveryLife's assets to Buyer, at a purchase price of $5.5 million in cash, before transaction fees and customary adjustments. On the Closing Date, the parties entered into an amendment to the definitive agreement providing for an adjustment to the purchase price, pursuant to which, the Company received $1.0 million in cash and a $4.5 million Seller Note issued by the Buyer. The Seller Note is secured by EveryLife's assets, begins to accrue interest at the prime rate on February 1, 2027, and provides for a minimum monthly principal payment of less than $0.1 million, with any remaining principal due in full on the Maturity Date, unless Buyer exercises one or both of its two successive options to extend the Maturity Date by 12 months per extension if, despite commercially reasonable efforts, Buyer is unable to obtain bank financing sufficient to repay the Seller Note.
The assets and liabilities of the Brands segment continue to be presented as held for sale in the Condensed Consolidated Balance Sheets. The results of both the Marketplace and Brands segments are reported in the “Loss from discontinued operations, net of tax” line in the Condensed Consolidated Statements of 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 September 30, 2026 and 2025:
| For the three months ended September 30, 2026 | For the three months ended September 30, 2025 | ||||||||||||||||||||||
| Marketplace | Brands | Marketplace | Brands | ||||||||||||||||||||
| Revenues, net | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization shown below) | |||||||||||||||||||||||
| Cost of goods sold (exclusive of depreciation and amortization shown below) | |||||||||||||||||||||||
| Operating costs | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Operating loss | ( | ( | ( | ||||||||||||||||||||
| Other expense, net | ( | ||||||||||||||||||||||
| Loss from discontinued operations, net of tax | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
11
The following table summarizes the key components of the operating results of the discontinued operations within the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2026 and 2025:
| For the nine months ended September 30, 2026 | For the nine months ended September 30, 2025 | ||||||||||||||||||||||
| Marketplace | Brands | Marketplace | Brands | ||||||||||||||||||||
| Revenues, net | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization shown below) | |||||||||||||||||||||||
| Cost of goods sold (exclusive of depreciation and amortization shown below) | |||||||||||||||||||||||
| Operating costs | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Operating income/(loss) | ( | ( | ( | ||||||||||||||||||||
| Other expense, net | ( | ( | ( | ||||||||||||||||||||
| Income/(Loss) from discontinued operations, net of tax | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
Assets and liabilities of segments classified as held for sale in the Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025, consist of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventory | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Intangible assets, net | |||||||||||
| Deposits | |||||||||||
| Total assets held for sale | $ | $ | |||||||||
| Liabilities | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Deferred revenue | |||||||||||
| Total liabilities held for sale | $ | $ | |||||||||
The cash flows from discontinued operations have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows.
| For the Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by/(used in) operating activities | $ | $ | ( | ||||||||
| Net cash used in investing activities | $ | $ | ( | ||||||||
12
Note 5 — Acquisitions
Asset Acquisition
In April 2025, the Company acquired certain software assets and intellectual property that it intends to use to enhance the Company’s payments service offerings for total consideration of $5.1 million. The acquisition did not qualify as a business combination and, as a result, was accounted for as an asset acquisition as the fair value of the gross assets acquired was primarily related to a single asset. Since this acquisition was accounted for as an asset purchase, the cost of a group of assets acquired in an asset acquisition shall be allocated to the individual assets acquired or liabilities assumed based on their relative fair values and shall not give rise to goodwill.
The intellectual property, valued at $5.1 million, represents developed software which will enable the Company to expand the sectors it serves with its payment processing services. The consideration paid by the Company was 133,333 shares (2,000,000 prior to the Reverse Stock Split) of the Company’s Class A Common Stock and potential earn-out payments of up to $1.3 million, valued at $0.6 million at the acquisition date, reflecting an aggregate purchase price of $5.1 million.
| Consideration: | ||||||||
| Issuance of common stock | $ | |||||||
| Earn-out liability | ||||||||
| Total consideration | $ | |||||||
| Assets acquired: | Useful Life: | |||||||
| Acquired capitalized software developments | $ | |||||||
As of June 30, 2026, the Company determined the earn-out payments were not probable prior to the expiration of the earn-out period on December 31, 2026. As a result, the Company remeasured the earn-out liability to its estimated fair value of zero as of June 30, 2026, resulting in a gain of $0.5 million. The Company also evaluated the underlying asset and determined there was no impairment and the estimated fair value remained zero as of September 30, 2026.
Note 6 — Goodwill and Intangible Assets, Net
Goodwill as of each of September 30, 2026 and December 31, 2025 was $10.9 The following table summarizes intangible assets, net:
| Useful Life | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Capitalized software development costs | $ | $ | |||||||||||||||
| Trademark and tradenames | |||||||||||||||||
| Internally developed software | |||||||||||||||||
| Merchant relationships | |||||||||||||||||
| State operating licenses | Indefinite | ||||||||||||||||
| Purchased technology | |||||||||||||||||
| Total intangible assets | |||||||||||||||||
| Less: Accumulated amortization | ( | ( | |||||||||||||||
| Total intangible assets, net | $ | $ | |||||||||||||||
Amortization expenses were approximately $1.5 million and $1.2 million for the three months ended September 30, 2026 and 2025, respectively. For the nine months ended September 30, 2026 and 2025, amortization expenses were approximately $4.5 million and $2.8 million, respectively.
13
As of September 30, 2026, estimated future amortization expense is expected as follows:
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| $ | |||||
Note 7 — Loans Held for Investment, Net
The amortized cost basis of the Company's loans held for investment by delinquency status as of September 30, 2026:
| Past Due | |||||||||||||||||||||||||||||
| Current | 30-59 days | 60-89 days | > 90 days | Total | |||||||||||||||||||||||||
| Loans held for investment | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Allowance for credit losses | ( | ||||||||||||||||||||||||||||
| Loans held for investment, net | $ | ||||||||||||||||||||||||||||
The amortized cost basis of the Company's loans held for investment by delinquency status as of December 31, 2025:
| Past Due | |||||||||||||||||||||||||||||
| Current | 30-59 days | 60-89 days | > 90 days | Total | |||||||||||||||||||||||||
| Loans held for investment | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Allowance for credit losses | ( | ||||||||||||||||||||||||||||
| Loans held for investment, net | $ | ||||||||||||||||||||||||||||
These loans have a variety of lending terms and have original maturities ranging from six weeks to 60 months. Because the Company’s loan portfolio focuses on unsecured installment loans, the Company evaluates the portfolio as a single homogeneous loan portfolio and performs further analysis by product type as needed.
The Company closely monitors credit quality for its loans held for investment to manage and evaluate exposure to credit risk. Credit risk management begins with initial underwriting, where a consumer is assessed based on the Company’s underwriting and credit policy. This includes Know Your Customer identification, traditional credit scoring models, and various Fair Credit Reporting Act permissible consumer credit and risk data. Credit quality is monitored subsequent to underwriting based on performance metrics that include, but are not limited to, delinquency and default metrics.
The Company uses proprietary forecasting combining Austrian Business Cycle Theory with real-time data to help detect economic inflection points earlier than using past behavior alone. This forecasting approach helps mitigate issues commonly attributed to behavior-driven credit scores. The Company's forecasting directly shapes underwriting, lending and risk strategies, delivering resilient, future-ready financial tools to merchants and their customers.
The Company evaluates the credit risk of its portfolio by grouping it into four buckets that range from A to D, with receivables having an “A” rating representing the highest credit quality and lowest likelihood of loss. As part of the Company’s credit risk management activities, on an ongoing basis, the Company assesses overall credit quality by reviewing information related to the performance of a customer’s account with the Company, including delinquency information.
14
The following tables present an analysis of the credit quality of the amortized cost basis excluding accrued interest receivable, by calendar year of origination on loans held for investment as of September 30, 2026 and December 31, 2025:
| September 30, 2026 | |||||||||||||||||||||||
| Amortized Cost Basis by Calendar Year of Origination | |||||||||||||||||||||||
| 2026 | 2025 | Prior | Total | ||||||||||||||||||||
| A | $ | $ | $ | $ | |||||||||||||||||||
| B | |||||||||||||||||||||||
| C | |||||||||||||||||||||||
| D | |||||||||||||||||||||||
| Total amortized cost basis | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Amortized Cost Basis by Calendar Year of Origination | |||||||||||||||||||||||
| 2025 | 2024 | Prior | Total | ||||||||||||||||||||
| A | $ | $ | $ | $ | |||||||||||||||||||
| B | |||||||||||||||||||||||
| C | |||||||||||||||||||||||
| D | |||||||||||||||||||||||
| Total amortized cost basis | $ | $ | $ | $ | |||||||||||||||||||
The following tables summarize the balances of and changes in allowance for credit losses on loans held for investment as of September 30, 2026 and December 31, 2025:
| Balance at January 1, 2026 | $ | ||||
| Charge-offs | ( | ||||
| Provision for credit losses | |||||
| Balance at September 30, 2026 | $ | ||||
| Balance at January 1, 2025 | $ | ||||
| Charge-offs | ( | ||||
| Provision for credit losses | |||||
| Balance at December 31, 2025 | $ | ||||
Note 8 — Lease Merchandise, Net
The Company's lease merchandise, net of accumulated depreciation as of September 30, 2026 and December 31, 2025 is as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Lease merchandise | $ | $ | |||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||
| Lease merchandise, net | $ | $ | |||||||||
Depreciation expense on lease merchandise for the three and nine months ended September 30, 2026 was $0.1 million and $0.7 million, respectively. Depreciation expense on lease merchandise for the three and nine months ended September 30, 2025 was $0.5 million and $1.1 million, respectively.
15
A loss on the disposal of leased merchandise for the three and nine months ended September 30, 2026 was $21,226 and $0.2 million, respectively. The gain on leased merchandise during each of the three and nine months ended September 30, 2025 was $23,395
The Company recognized a recovery on leased merchandise of $14,384 and $83,711 , for the three and nine months ended September 30, 2026, respectively and this recovery is included in general and administrative expenses in the Condensed Consolidated Statements of Operations. The Company recognized an impairment on leased merchandise of $0.2
The Company's merchandise on operating leases consisted mostly of sporting goods during the three and nine months ended September 30, 2026 and 2025. All of the Company's customer agreements are considered operating leases, and the Company currently does not have any sales-type or direct financing leases.
Note 9 — Revolving Line of Credit
The Company assumed a $10.0 million revolving loan with a finance company through the Credova Merger. On March 12, 2026, the Company entered into the Second Amended and Restated Loan and Security Agreement, which extends the funding termination date through July 31, 2027. The line of credit bears interest at an annual rate of 14.5 % with a minimum interest requirement. The borrowing base is set at 89 % of the unpaid principal balance of pledged receivables that are no more than 60 days past due. The amendment contains customary covenants, trigger events, representations and warranties. Certain assets at Credova are assigned as collateral.
The revolving line of credit maturity date is subsequent to the revolving period, which is the earlier of: (a) nine months following the funding termination date of July 31, 2027 and (b) the remittance date on which the aggregate outstanding advances are $1.0 million or below.
Monthly remittance remains in effect with a borrowing base calculation. During the amortization period, the Company is required to repay the aggregate outstanding advances until such aggregate outstanding advances do not exceed the borrowing base, and then 100 % of the remaining collections until the aggregate outstanding advances have been reduced to zero.
As of September 30, 2026 and December 31, 2025, the outstanding advances under this revolving loan totaled $6.8 million and $6.2 million, respectively.
Note 10 — Convertible Promissory Notes
Promissory Note Exchange
Prior to the execution of the Credova Merger Agreement, Credova, PSQ Holdings, Inc. and certain holders of outstanding subordinated notes (“Subdebt Notes”) issued by Credova (the “Participating Noteholders”) entered into a Note Exchange Agreement (the “Note Exchange Agreement”) pursuant to which, immediately prior to the closing of the transactions contemplated by the Credova Merger Agreement (the "Credova Closing"), the Participating Noteholders delivered their Subdebt Notes of Credova for cancellation, in exchange for newly-issued replacement notes issued by the Company, convertible into shares of Class A Common Stock (the “Replacement Notes”). The Replacement Notes accrue simple interest at 9.75 % per annum and have 10 -year maturity dates.
Pursuant to the terms of the Replacement Notes, at any time after the closing of the transactions contemplated by the Credova Closing, Participating Noteholders could have elected to convert their Replacement Notes into a number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the outstanding principal amount of the Replacement Note to be converted plus accrued and unpaid interest by (y) 69.54615 (4.63641 prior to the Reverse Stock Split), subject to adjustment for stock splits and other similar transactions (the “Conversion Price”). At any time, the Company may call the Replacement Notes for a cash amount equal to accrued interest plus then outstanding principal amount of the Replacement Note. Further, the Replacement Notes permit the Company, in its discretion, to require conversion of the Replacement Notes into shares of Class A Common Stock if the daily volume-weighted average trading price of the Company Class A Common Stock exceeds 140 % of the Conversion Price on each of at least 10 consecutive trading days during the 20 trading day period prior to notice of such required conversion. The Company determined the embedded derivatives did not require bifurcation.
Credova Subdebt Notes not exchanged for Replacement Notes at the Credova Closing were canceled following payment in full in cash.
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As of September 30, 2026 and December 31, 2025, the convertible promissory notes payable was $8.4
Convertible Promissory Notes – Related Party
In March 2024, the Company entered into a note purchase agreement for a 9.75 % private placement convertible note for $10.0 million invested by a Board member and his affiliates. Terms for the note were priced based on notes exchanged as part of the Credova Merger described above.
In August 2024, the Company entered into an agreement for a $10.0 million convertible note in a private placement with a Board member and affiliates. The note has identical terms to the notes offered in March 2024.
Note 11 — Related Parties
In August 2024, the Company entered into a strategic consulting agreement with an individual who was appointed to the Board in December 2024. The individual was engaged by the Company to provide strategic advice and assistance with partnership development and marketing leadership for a fixed fee of $42,000 per month plus 6,666 (100,000 prior to the Reverse Stock Split) which vested one year from the grant date. Following the leadership change in January 2026, this engagement was put on hold. During the nine months ended September 30, 2026, the Company incurred $42,000 , all of which was accrued. The Company also paid $42,000 during the period, which related to a December 2025 invoice. During the three and nine months ended September 30, 2025, the Company expensed $0.1 million and $0.4 million, respectively and paid $0.1 million and $0.3 million, respectively.
See Note 10 — Convertible Promissory Notes – Convertible Promissory Notes – Related Party and Note 13 — Stockholders' Equity for discussions of the Company's other Related Party arrangements.
Note 12 — Share-based Compensation
On July 25, 2023, the Board of the Company approved the PSQ Holdings, Inc. 2023 Stock Incentive Plan (the “Plan”) as well as the 2023 Employee Stock Purchase Plan (the "ESPP”), whereby it may grant to certain employees, consultants and advisors certain equity awards of the Company, including (a) incentive stock options, (b) non-qualified stock options, (c) restricted stock and (d) restricted stock units ("RSUs"), of the Company. On July 9, 2026, the Company's stockholders approved the PSQ Holdings, Inc. Amended and Restated Stock Incentive Plan (the "Amended Plan"), which increased the number of shares available under the Plan by an additional 66,666 (1,000,000 prior to the Reverse Stock Split) shares, added provisions for performance-based awards, and made other clarifying updates.
Amended and Restated 2023 Stock Incentive Plan
Awards may be made under the Amended Plan for up to such number of shares of Class A Common Stock of the Company as is equal to the sum of:
(A)759,680 shares of Class A Common Stock.
(B)an annual increase to be added on the first day of each fiscal year, commencing on January 1, 2027 and continuing for each fiscal year until, and including, January 1, 2033, equal to the lesser of (i) 5 % of the outstanding shares of all classes of Company Common Stock on such date and (ii) the number of shares of Class A Common Stock determined by the Board.
2023 Employee Stock Purchase Plan
The ESPP provides eligible employees opportunities to purchase shares of the Company’s Class A Common Stock. For this purpose, the Board approved 40,000 shares (600,000 prior to the Reverse Stock Split) of Class A Common Stock, plus an annual increase to be added on the first day of each fiscal year, commencing on January 1, 2024 and continuing for each fiscal year until, and including, January 1, 2033, equal to the least of (i) 28,333 shares (425,000 prior to the Reverse Stock Split) of Class A Common Stock, (ii) 5 % of the outstanding shares of all classes of Company common stock, $0.0001 par value per share, on such date and (iii) a number of shares of Class A Common Stock determined by the Board.
Restricted Stock Units and Restricted Stock Awards
During the nine months ended September 30, 2026, and 2025, the Company issued RSUs and restricted stock awards ("RSAs") (together the "Awards") under the Amended Plan to employees, advisors, and members of the Board. Each award
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entitles the recipient to one share of the Company's Class A Common Stock. The Company measures the fair value of the Awards using the stock price on the date of grant.
Share-based compensation expense is recorded ratably over the applicable vesting period.
A summary of the activity with respect to, and status of, the Awards during the three and nine-month periods ended September 30, 2026 is presented below. All Awards and weighted average grant date values have been adjusted to reflect the impact of the Reverse Stock Split. See Note 1 — Organization and Business Operations for further details.
On August 11, 2026, the Company converted all unvested RSUs into RSAs that carry the same vesting schedule and vesting dates as the converted RSUs; no vesting dates were reset, accelerated, or extended. The Company recognized this modification as a Type I (probable-to-probable) modification under ASC 718. The modification did not result in any incremental compensation cost. The Company continues to recognize compensation cost for the modified awards based on the original RSU grant-date fair values, on a straight-line basis over the original, unchanged requisite service periods.
| Number of RSUs | Weighted Average Grant Date Value | Number of RSAs | Weighted Average Grant Date Value | ||||||||||||||
| Unvested as of January 1, 2026 | $ | $ | |||||||||||||||
| Granted | $ | $ | |||||||||||||||
| Forfeited | ( | $ | $ | ||||||||||||||
| Vested | ( | $ | $ | ||||||||||||||
| Unvested as of March 31, 2026 | $ | $ | |||||||||||||||
| Granted | $ | $ | |||||||||||||||
| Forfeited | ( | $ | $ | ||||||||||||||
| Vested | ( | $ | $ | ||||||||||||||
| Unvested as of June 30, 2026 | $ | $ | |||||||||||||||
| Granted | $ | $ | |||||||||||||||
| Forfeited | ( | $ | $ | ||||||||||||||
| Vested | ( | $ | ( | $ | |||||||||||||
| Unvested as of September 30, 2026 | $ | $ | |||||||||||||||
As of September 30, 2026 and December 31, 2025, there were 50,666 and 218,181 Awards, respectively, authorized but not issued.
As of September 30, 2026, unrecognized compensation cost related to the grant of the Awards was approximately $2.0 million. Unvested outstanding Awards as of September 30, 2026 and December 31, 2025 had a weighted average remaining vesting period of 0.57 years and 1.59 years, respectively.
Share-based Compensation Expense Relating to Earn-out
In accordance with ASC 718, these are awards granted with a market condition. The effect of this market condition was reflected in the grant-date fair value of an award.
The Company recorded $0.9 2.7 5.8 million.
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Stock Award Modification
On January 6, 2026, in connection with the significant change in operating roles of the Company's former Chief Strategic Officer and Chief Operating Officer, the Company modified their unvested RSUs, allowing all unvested RSUs to continue to vest in accordance with their original terms. No other changes were made to the award. The Company determined that the change in operating roles was considered a significant reduction and accounted for the changes as a Type III accounting modification (improbable-to-probable) under ASC 718. Accordingly, the Company reversed all share-based compensation expense previously recorded on the awards that are not expected to vest under the original terms. The Company reversed $0.9 million in share-based compensation expense for the nine months ended September 30, 2026 included in the general and administrative expenses in the Condensed Consolidated Statements of Operations. Total share-based compensation expense equal to the modification date fair value, is being recognized prospectively over the remaining requisite service period, beginning on the modification date.
Note 13 — Stockholders' Equity
Class C Share Forfeiture and Conversion
In connection with the separation of the Company's former Chief Executive Officer, on January 27, 2026, the Company cancelled 1,000,000 shares of Class C Common Stock previously held by the executive in accordance with the terms of the Separation and Release of Claims Agreement. As a result of the cancellation, the shares are no longer issued or outstanding.
In addition, on February 27, 2026, the remaining 2,213,678 shares of Class C Common Stock held by the former Chief Executive Officer were converted into an equivalent number of shares of Class A Common Stock (147,578 shares of Class A Common Stock following the Reverse Stock Split) in accordance with the Company's governing equity documents.
These transactions resulted in a decrease in Class C Common Stock and a corresponding increase in Class A Common Stock, with no impact on total stockholders' equity.
Capital Raise and Offering Costs
On December 18, 2025, the Company completed a securities purchase agreement, resulting in gross proceeds of $7.5 million. The proceeds were recorded as an increase to common stock and additional paid-in capital ("APIC") based on the number of shares issued and the offering price. The Company incurred incremental costs directly attributable to the securities purchase agreement consisting of legal, accounting and other professional fees, which were recorded as a reduction of the gross proceeds from the offering and reflected as a decrease to APIC. During the nine months ended September 30, 2026, the Company recognized $22,091 of additional offering costs related to the prior period capital raise. These amounts were reflected as a reduction to APIC in the current period. No additional shares were issued in connection with the recognition of these costs. As of September 30, 2026, total offering costs associated with this financing transaction were $0.8 million.
As part of this transaction, the Company issued pre-funded warrants to purchase 334,545 shares of Class A Common Stock (5,018,184 prior to the Reverse Stock Split). The warrants had an exercise price of $0.0001 per share. All pre-funded warrants were converted into Class A Common Stock as of September 30, 2026.
At-The-Market Offering
On May 23, 2025, the Company entered into a sales agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”) and TCBI Securities, Inc., doing business as Texas Capital Securities (“TCS”), with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its Class A Common Stock, having an aggregate offering price of up to $50.0 million. 29,322 shares (439,831 prior to the Reverse Stock Split) were sold pursuant to the Sales Agreement during the nine months ended September 30, 2026, and no shares were sold pursuant to the Sales Agreement during the three months ended September 30, 2026. As of September 30, 2026, $48.5 million in shares remain available for issuance under the program.
Private Investment in Public Equity Financing
On August 13, 2026, the Company closed the Private Placement with Davis Pilot III, Donald J. Trump, Jr., Blake Masters, Willie Langston, James Celli, and Caitlin Long (or entities affiliated with such person), each of whom are directors of the
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Company, resulting in gross proceeds of approximately $1.3 million, before fees and expenses. The Company issued an aggregate of 361,385 shares of Class A Common Stock at a price of $3.60 per share in the Private Placement.
Note 14 — Fair Value Measurements
The Company accounts for certain assets and liabilities at fair value and classifies these assets and liabilities within the fair value hierarchy (Level 1, Level 2, or Level 3).
Assets and liabilities subject to fair value measurements are as follows:
| As of September 30, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents – Money market | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Warrant liabilities – Public Warrants | $ | $ | $ | $ | |||||||||||||||||||
Warrant liabilities – Private placement warrants(1) | |||||||||||||||||||||||
Earn-out liabilities(2) | |||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents – Money market | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Warrant liabilities – Public Warrants | $ | $ | $ | $ | |||||||||||||||||||
Warrant liabilities – Private placement warrants(1) | |||||||||||||||||||||||
Earn-out liabilities(2) | |||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
(1)Private placement warrants were estimated using a Black-Scholes option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Class A Common Stock and current interest rates.
(2)The fair value of the earn-out liabilities was estimated using the Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Class A Common Stock and current interest rates.
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The following tables summarize the balances of and changes in Level 3 private placement warrants and earn-out liabilities measured at fair value on a recurring basis for the three and nine months ended September 30, 2026 and 2025:
| Private Placement Warrants | Earn-out Liabilities | ||||||||||
| Balance at January 1, 2026 | $ | $ | |||||||||
| Change in fair value during the period | ( | ( | |||||||||
| Balance at March 31, 2026 | $ | $ | |||||||||
| Change in fair value during the period | ( | ( | |||||||||
| Balance at June 30, 2026 | $ | $ | |||||||||
| Change in fair value during the period | ( | ( | |||||||||
| Balance at September 30, 2026 | $ | $ | |||||||||
| Balance at January 1, 2025 | $ | $ | |||||||||
| Change in fair value during the period | ( | ( | |||||||||
| Balance at March 31, 2025 | $ | $ | |||||||||
| Change in fair value during the period | |||||||||||
| Balance at June 30, 2025 | $ | $ | |||||||||
| Change in fair value during the period | ( | ( | |||||||||
| Balance at September 30, 2025 | $ | $ | |||||||||
Note 15 — Segments
The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the Chief Operating Decision Maker ("CODM"), evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the performance of the business, including resource allocation decisions, and (2) whether discrete financial information for each operating segment is available. The Company considers the Chief Executive Officer to be its CODM.
As of September 30, 2026, the Company operates under one reportable segment: Financial Technology. The Financial Technology reportable segment is comprised of the following three operating segments:
•Credova Holdings, Inc., which generates revenue primarily through five activities: sale of loan and lease contracts, interest earned on loans, rent payments on leased merchandise, and direct revenues from both retailer discounts and origination fees paid by third-parties earned in connection with providing financing on consumer goods.
•PSQPayments LLC (“Payments”), is a wholly owned subsidiary of PSQ Holdings, Inc. which generates revenue via its merchant servicer platform to provide its customers with a payments stack to efficiently manage their payment processes. The merchant servicer platform combines the payment processing and gateway into a single, integrated service encompassing all debit and credit card processing and ACH in and out payment processing.
•PSQ Impact LLC ("Impact"), is a wholly owned subsidiary of PSQ Holdings, Inc. which generates revenue via its fundraising platform to provide political campaigns and nonprofits with access to a secure payment and reporting platform.
The CODM measures and evaluates the Company’s performance based on segment gross revenue, segment non-GAAP gross profit and segment non-GAAP operating income/(loss).
Segment performance, as defined by the Company, is not necessarily comparable to other similarly titled captions of other companies.
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The following tables set forth the Company’s revenues, net, segment non-GAAP gross profits and segment non-GAAP operating income/(loss) and operating loss for the three and nine months ended September 30, 2026 and 2025:
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues, net: | |||||||||||||||||||||||
| Financial Technology | |||||||||||||||||||||||
| Direct revenue | $ | $ | $ | $ | |||||||||||||||||||
| Interest income on loans | |||||||||||||||||||||||
| Loan and lease contracts sold, net | |||||||||||||||||||||||
| Lease merchandise, net | |||||||||||||||||||||||
Payment processing revenues (1) | |||||||||||||||||||||||
| Total revenues, net | $ | $ | $ | $ | |||||||||||||||||||
(1)Includes both Payments and Impact revenues.
| For the three months ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Revenues, net | $ | $ | ||||||||||||||||||||||||
Cost of revenues attributable to segments(1) | ( | ( | ||||||||||||||||||||||||
| Segment non-GAAP Gross Profit | ||||||||||||||||||||||||||
| Operating expenses attributable to segments | ( | ( | ||||||||||||||||||||||||
| Segment non-GAAP operating income / (loss) | ( | |||||||||||||||||||||||||
| Reconciliation of total segment non-GAAP operating income/(loss) to operating loss: | ||||||||||||||||||||||||||
| Corporate costs not allocated to segments | ( | ( | ||||||||||||||||||||||||
Share-based compensation expense(1) | ( | ( | ||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ||||||||||||||||||||||||
| Operating loss | ( | ( | ||||||||||||||||||||||||
| Other expense, net | ( | ( | ||||||||||||||||||||||||
| Loss before income taxes | $ | ( | $ | ( | ||||||||||||||||||||||
(1)$338 and $0.1 million categorized under “Cost of revenue (exclusive of depreciation and amortization expense shown below)” in the Condensed Consolidated Statements of Operations for the three months ended September 30, 2026 and 2025, respectively, have been included in the "Share-based compensation expense" line item.
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| For the nine months ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Revenues, net | $ | $ | ||||||||||||
Cost of revenues attributable to segments(1) | ( | ( | ||||||||||||
| Segment non-GAAP Gross Profit | ||||||||||||||
| Operating expenses attributable to segments | ( | ( | ||||||||||||
| Segment non-GAAP operating loss | ( | ( | ||||||||||||
| Reconciliation of total segment non-GAAP operating loss to operating loss: | ||||||||||||||
| Corporate costs not allocated to segments | ( | ( | ||||||||||||
Share-based compensation expense(1) | ( | ( | ||||||||||||
| Depreciation and Amortization | ( | ( | ||||||||||||
| Operating loss | ( | ( | ||||||||||||
| Other expense, net | ( | |||||||||||||
| Loss before income taxes | $ | ( | $ | ( | ||||||||||
(1)$1,338 and $0.1 million categorized under “Cost of revenue (exclusive of depreciation and amortization expense shown below)” in the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2026 and 2025, respectively, have been included in the "Share-based compensation expense" line item.
No asset information has been disclosed as the CODM does not regularly review asset information by reportable segment.
Note 16 — Commitments and Contingencies
Other Legal Matters
From time to time in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. At September 30, 2026, the Company did not have any pending claims, charges or litigation that were expected to have a material adverse impact on its financial position, results of operations or cash flows.
Note 17 — Subsequent Events
The Company has evaluated and recognized or disclosed subsequent events, as appropriate, from the Condensed Consolidated Balance Sheets date through the date the condensed consolidated financial statements were issued.
On the Closing Date, the Company closed on the asset sale of EveryLife to the Buyer, pursuant to which the Company received $1.0 million in cash and a $4.5 million Seller Note issued by the Buyer. The Seller Note is secured by EveryLife's assets, begins to accrue interest at the prime rate on February 1, 2027, and provides for a minimum monthly principal payment of less than $0.1 million, with any remaining principal due in full on the Maturity Date, unless the Buyer exercises one or both of its two successive options to extend the Maturity Date by 12 months per extension if, despite commercially reasonable efforts, Buyer is unable to obtain bank financing sufficient to repay the Seller Note.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless the context otherwise requires, references, in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" to "PSQ Holdings, Inc.," "we," "us," "our," and the "Company" refer to PSQ Holdings, Inc. and its consolidated subsidiaries.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, the future financial performance of the Company, our growth plans and opportunities, our planned acquisitions or divestitures, our ability to regain and maintain compliance with the NYSE continued listing standards and maintain our exchange listings, our financial performance, our ability to raise additional funds, and any other statements that are not statements of current or historical facts.
The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed on March 17, 2026, which are incorporated by reference herein, and in this Quarterly Report on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law. These risks and others described under “Risk Factors” may not be exhaustive.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods.
Overview
PSQ Holdings, Inc. is a payments and financial infrastructure company. The Company builds and operates infrastructure in highly regulated environments for industries underserved by traditional financial institutions, including businesses, campaigns, and nonprofits that depend on reliable, compliant payment solutions. PSQ Holdings, Inc. historically operated under three segments: Financial Technology, Marketplace, and Brands, however, in August 2025, the Company announced a strategic repositioning to focus its resources and capital on accelerating the growth of its Financial Technology segment. As part of this repositioning, the Company initiated a plan to monetize the Brands segment through the sale of EveryLife 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 continued winding down the Marketplace business as of December 31, 2025, with Marketplace operations fully discontinued as of June 30, 2026. The Company may evaluate opportunities to leverage certain customer relationships in support of its Financial Technology initiatives.
On July 28, 2026, the Company entered into a definitive agreement for the sale of EveryLife's assets to FreeHold Brands, LLC, at a purchase price of $5.5 million in cash, before transaction fees and customary adjustments. The transaction closed November 5, 2026, with $1.0 million received in cash and the remaining $4.5 million financed over the next 12 months with a minimum monthly principal payment of $0.1 million.
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Effective December 31, 2025, PSQ Holdings, Inc. operates under one reportable segment: Financial Technology ("Financial Technology" or "FinTech"). The Financial Technology reportable segment is comprised of three operating segments, Credova, a "Buy Now, Pay Later" company focused on the outdoors & shooting sports industry; Payments, a "cancel-proof" payments processing company; and Impact, a payments and fundraising platform serving nonprofit organizations and political campaigns.
Payment processing is the lifeblood of the American economy. Owning the payments stack puts PSQ Holdings, Inc. at the center of its merchants’ transactions with solutions that are simple to integrate and resilient by design. We pair advanced technology with a deep understanding of merchant and consumer needs to facilitate next generation commerce. By bundling multiple payment types, the Company expects to create higher conversion and more stickiness with consumers. Multiple systems redundancies and sponsor banks mean peace of mind and better economics for our merchants, regardless of business industry.
Recent Developments
Reverse Stock Split
On July 9, 2026, the Company's stockholders approved a reverse stock split of the Company's Class A Common Stock at a ratio within a range of 1-for-5 and 1-for-15 and granted the Company's Board of Directors (the "Board") the discretion to determine the timing and ratio of the split within such range.
On July 9, 2026, the Board determined to effect the reverse stock split at a 1-for-15 ratio ("Reverse Stock Split"). The Company's Class A Common Stock began trading on a split-adjusted basis when the market opened on July 13, 2026 (the "Reverse Stock Split Effective Date").
On the Reverse Stock Split Effective Date, every 15 shares of Class A Common Stock then issued and outstanding were combined automatically into one share of Class A Common Stock, with no change in par value per share. No fractional shares were outstanding following the Reverse Stock Split, and any fractional shares that would have resulted from the Reverse Stock Split were settled in cash. The number of shares of Class A Common Stock outstanding was reduced from 50,349,974 to 3,356,609 with 54 fractional shares payable in cash totaling $268.
As of the Reverse Stock Split Effective Date, the number of shares of Class A Common Stock available for issuance under the Company's Amended and Restated 2023 Stock Incentive Plan and 2023 Employee Stock Purchase Plan were automatically reduced in proportion to the Reverse Stock Split ratio. The Reverse Stock Split also resulted in reductions in the number of shares of Class A Common Stock issuable upon the vesting of equity awards in proportion to the Reverse Stock Split ratio.
NYSE Notice of Non-Compliance
On February 10, 2026, the Company received written notice from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with the NYSE Listed Company Manual (i) Rule 802.01B, relating to the Company's required minimum average total market capitalization over a consecutive 30 trading-day period and minimum stockholders equity, and (ii) Rule 802.01C, relating to the minimum average closing price of the Company's Class A Common Stock, required over a consecutive 30 trading-day period. This notice does not result in the immediate delisting of the Company's Class A common stock. The Company responded to the NYSE within 10 business days of its intent to submit a business plan to regain compliance with Rule 802.01B and to cure its non-compliance with Rule 802.01C, and submitted to the NYSE within 45 days of receipt a business plan to demonstrate compliance with the NYSE's continued listing standards within 18 months of receipt of the notice.
On May 18, 2026, the Company announced that the NYSE accepted the Company's previously submitted plan to regain compliance with the NYSE's continued listing standards. In its notification to the Company, the NYSE granted the Company an 18-month period from the February 10, 2026, notice of noncompliance. The Company will be subject to quarterly reviews by the NYSE during the 18-month period. If the Company does not regain compliance with the NYSE listing standards by the end of the 18-month period, or if the Company does not make sufficient progress consistent with the submitted plan, the NYSE may initiate delisting proceedings. The Company regained compliance with Rule 802.01C following the Reverse Stock Split.
In addition, if the Company’s average total market capitalization over a consecutive 30 trading-day period falls below $15.0 million, the NYSE will immediately suspend the trading of its Class A Common Stock and public warrants and commence delisting proceedings. Moreover, if the NYSE determines that the Company's Class A Common Stock or public warrants are trading at "abnormally low selling price" levels, it will also immediately suspend the trading of the Company's
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Class A Common Stock or public warrants, as applicable, and commence delisting proceedings pursuant to Rule 802.01D. There can be no assurance that the Company will be able to regain compliance with the NYSE’s continued listing standards and avoid the delisting of its securities.
Components of Results of Operations
During the three months ended September 30, 2026 and 2025, our net loss was $4.1 million and $12.0 million, respectively, an improvement of $7.9 million, primarily due to an increase in revenues of $2.9 million, a decrease in total costs and expenses of $3.4 million, decrease in loss from discontinued operations of $1.8 million, slightly offset by a decrease in the change in fair value of the earn-out and warrant liabilities of $0.1 million.
Revenues, net
We generate revenues from our only segment: Financial Technology, as summarized below.
Financial Technology
Credova principally generates "Buy Now, Pay Later" revenue from five activities: revenue from sale of loan and lease contracts, revenue from interest earned on loans, revenue from rent payments on leased merchandise, revenue from retailer discounts, and origination fees paid by third parties earned in connection with providing financing on consumer goods. Revenue from the Company’s sales of loans and leases is recognized at a point in time when the Company satisfies a performance obligation by transferring control of the loans and leases to a third party. Interest on loans is calculated by the simple-interest method on daily balances of the principal amount outstanding. Revenue from leases is recognized over time when the Company satisfies a performance obligation based on the agreed upon financing terms. Revenue from retailer discounts is recognized at a point in time when the Company satisfies performance obligations by purchasing the contract from the merchant in connection with a merchant-originated consumer financing product. Origination fees from lenders are recognized at time of loan origination.
Payments generates revenue via its merchant servicer platform to provide its customers with a payments stack to efficiently manage their payment processes. The merchant servicer platform combines the payment processing and gateway into a single, integrated service encompassing all debit and credit card processing and ACH in and out payment processing. The Company recognizes card processing and transaction revenues in connection with customer use of the platform.
Impact generates revenues via its fundraising platform by providing a secure payments and reporting technology to support 501(c)(3) and 501()c(4) nonprofits in the conservative movement.
For a description of our revenue recognition policies, see Note 3, Summary of Significant Accounting Policies, in our Annual Report on Form 10-K for the year ended December 31, 2025.
Cost of Revenue (exclusive of depreciation and amortization)
Cost of revenue (exclusive of depreciation and amortization) consists of underwriting and transaction costs related to the sale of loans and leases, transaction costs incurred in the facilitation of loan and lease origination, and payment processing activities including interchange fees, assessment fees, processing costs and bank settlement charges paid to third-party payment processors and financial institutions in the ordinary course of operations.
Operating Expenses
Operating expenses primarily include general and administrative, sales and marketing, research and development, and depreciation and amortization. The most significant component of our operating expenses is personnel-related costs such as salaries, benefits, share-based and variable compensation.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel-related expenses for our finance, legal, human resources and administrative personnel, as well as the costs of information technology, professional services, insurance, travel, and other administrative expenses. We expect to continue incurring expenses associated with operating as a public company, including legal, audit, tax and accounting costs, investor relations costs, insurance premiums and compliance costs. As a result of cost-saving measures, we expect general and administrative expenses will decrease in absolute dollars in future periods and decline as a percentage of total revenue over time.
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Sales and Marketing Expenses
Sales and marketing expenses consist primarily of salaries, employee benefits, consultant fees, commissions, and direct marketing costs related to the promotion of our platforms/solutions. As a result of cost-saving measures, we expect sales and marketing expenses will remain flat in absolute dollars and decline as a percentage of total revenue over time as we scale back paid marketing efforts and focus on monetizing our current customer base.
Research and Development Expenses
Research and development expenses consist primarily of salaries, employee benefits and consultant fees related to our development activities to originate, develop, and build our platforms. As a result of cost-cutting efforts, the Company expects research and development expenses will decrease in absolute dollars in future periods and decline as a percentage of total revenue over time.
Depreciation and Amortization Expense
Depreciation and amortization expense consists primarily of amortization of capitalized software development costs, intangible assets, depreciation of leased assets, office fixtures, and furniture.
Non-Operating Income and Other Items
Other (Expense) Income, net
Other (expense) income, net relates to interest income earned on money market accounts and a loss resulting from the sale of leased assets for each of the three and nine months ended September 30, 2026.
Changes in Fair Value of Earn-out Liabilities
Changes in fair value of earn-out liabilities are recorded in the Condensed Consolidated Statements of Operations. The earn-out liabilities represent a financial instrument other than an outstanding share that embodies a conditional obligation that the issuer must or may settle by issuing a variable number of its equity shares. We record the earn-out liabilities at their fair values at each reporting period.
Changes in Fair Value of Warrant Liabilities
Changes in fair value of warrant liabilities are recorded in the Condensed Consolidated Statement of Operations as the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. We record the warrant liabilities at their fair values at each reporting period.
Interest Expense, net
Interest expense incurred consists of interest due on the Company's revolving line of credit and convertible promissory notes issued.
Income Tax Benefit (Expense)
We are subject to income taxes in the United States, but due to our net operating loss (“NOL”) position, we have recognized a minimal provision or benefit in recent years. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. We have established a full valuation allowance to offset our U.S. net deferred tax assets due to the uncertainty of realizing future tax benefits from our NOL carryforwards and other deferred tax assets.
Key Business Metrics and Selected Financial Data
We use the following key metrics and non-GAAP performance measures to evaluate our performance, identify trends affecting our business, and make strategic decisions:
•Segment Revenue (see Note 15 to the Condensed Consolidated Financial Statements for more details);
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•Segment non-GAAP operating loss (see discussion below in "Non-GAAP Financial Measures");
•Segment non-GAAP gross profit (see discussion below in "Non-GAAP Financial Measures"); and
•Gross Merchandise Volume ("GMV") of Financial Technology Segment.
•Revenue per headcount
For GMV, these metrics are based on internal company data, assumptions, and estimates and are used in managing our business. We believe that these figures are reasonable estimates, and we actively take measures to improve their accuracy, such as eliminating known fictitious or duplicate accounts. There are, however, inherent challenges in gathering accurate data across large online and mobile populations.
GMV of Financial Technology Segment
In addition to revenue, net loss, and other results under U.S. generally accepted accounting principles ("U.S. GAAP"), the following table sets forth key operating metrics we use to evaluate our Financial Technology segment.
| Three Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||
| GMV - Credit | $ | 13,575,857 | $ | 11,044,476 | 23 | % | |||||||||||
| GMV - Payments | $ | 197,286,487 | $ | 89,233,120 | 121 | % | |||||||||||
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||
| GMV - Credit | $ | 42,751,096 | $ | 33,155,901 | 29 | % | |||||||||||
| GMV - Payments | $ | 571,551,088 | $ | 193,437,952 | 195 | % | |||||||||||
We measure GMV to assess the volume of transactions that take place on our platform. We define GMV - Credit as the total dollar amount of all transactions generated from the Financial Technology segment during the applicable period, net of refunds. GMV does not represent revenue earned by us; however, it is an indicator of the success of our merchants and the strength of our platform.
We define GMV - Payments as the total dollar amount of all transactions processed by our merchant partners during the applicable period.
For the three months ended September 30, 2026 and 2025, GMV - Credit was $13.6 million and $11.0 million, respectively, which represented an approximate change of 23% as compared to the same period in 2025.
For the nine months ended September 30, 2026 and 2025, GMV - Credit was $42.8 million and $33.2 million respectively, which represented an approximate change of 29% as compared to the same period in 2025.
For the three months ended September 30, 2026, our top five merchants and platform partners represented approximately 57% of total GMV - Credit, as compared to 58% for the three months ended September 30, 2025. Total GMV - Credit attributable to our largest merchant during each of the three months ended September 30, 2026 and 2025 was 25% and 23%, respectively.
For the nine months ended September 30, 2026, our top five merchants and platform partners represented approximately 56% of total GMV - Credit, as compared to 58% for the nine months ended September 30, 2025. Total GMV - Credit attributable to our largest merchant during each of the nine months ended September 30, 2026 and 2025 was 24% and 23%, respectively.
The slight decrease in concentration among our top five merchants reflects the impact of onboarding new merchants, which has diversified the overall merchant mix.
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GMV – Credit increased year-over-year, driven by higher consumer conversion and increased average order values for consumers utilizing our financing products.
Industry conditions remained stable during the quarter. According to the National Shooting Sports Foundation (“NSSF”), U.S. firearm sales as measured by NSSF-adjusted National Instant Criminal Background Check System (“NICS”) checks declined in 2025 compared to 2024; however, adjusted NICS checks increased approximately 2.5% on a year-over-year basis in the third quarter of 2026, with increases in July (8.5%) and August (2.2%) partially offset by a decrease in September (2.3%). While these trends may not be indicative of a sustained recovery, and macroeconomic factors, including inflationary pressures and constrained discretionary spending, continue to weigh on consumer demand, the industry continues to demonstrate a consistent baseline level of demand, with monthly adjusted background checks exceeding one million in each month of the quarter. Given the 23% and 29% increases in GMV - Credit for the three and nine months ended September 30, 2026, respectively, our credit products have demonstrated strong consumer adoption, as reflected in higher conversion of approved applicants to signed contracts and higher average order values among our existing merchant relationships.
The Company continues to implement initiatives designed to support growth and diversification, including expansion into new and tangential retail verticals, increased customer re-engagement, development of new financial products, and enhancements to underwriting processes through data-driven tools.
For the three months ended September 30, 2026 and 2025, GMV - Payments was $197.3 million and $89.2 million, respectively, which represented an approximate change of 121%, as compared to the same period in 2025.
For the nine months ended September 30, 2026 and 2025, GMV - Payments was $571.6 million and $193.4 million, respectively, which represented an approximate change of 195% as compared to the same period in 2025.
GMV – Payments increased year-over-year, driven primarily by an increased number of merchants actively processing through our solution.
For the three months ended September 30, 2026, our top three merchants accounted for approximately 83% of total GMV - Payments, with our largest merchant representing 43%.
For the nine months ended September 30, 2026, our top three merchants accounted for approximately 80% of total GMV – Payments, with our largest merchant representing 38%. As Payments was a nascent business during this same period in 2025 and only a few merchants were actively processing through our solution, management believes 2025 GMV - Payments breakdown by merchant is not beneficial to provide.
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Revenue per Headcount
Beginning in the first quarter 2026, the Company started tracking revenue per headcount as a key operating metric to evaluate its efficiency and productivity relative to peers.
We define revenue per headcount as total revenue for the period divided by the number of full-time equivalent employees ("FTEs") as of the last day of the period. FTEs include full-time employees.
The following table summarizes our revenue per headcount:
| For the three months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenue per headcount: | $ | 209,800 | $ | 61,179 | |||||||
| For the nine months ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenue per headcount: | $ | 646,684 | $ | 151,216 | |||||||
For the three and nine months ended September 30, 2026, total FTEs were 35 compared to 72 for the three and nine months ended September 30, 2025. The year-over-year increase is driven by a 67% increase in revenue for the three months ended September 30, 2026 and a 108% increase in revenue growth for the nine months ended September 30, 2026, coupled with a 51% decrease in headcount.
Management uses this metric to: i) assess operational efficiency and scalability of the business; ii) benchmark performance against industry peers; and iii) inform decisions regarding hiring, resource allocation, and cost structure. Because this metric uses a point-in-time headcount measure, it may be influenced by the timing of hiring or workforce reductions during the period and may not fully reflect average staffing levels.
Results of Operations
The results of operations presented below should be reviewed in conjunction with the unaudited Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2026 and 2025 found elsewhere in this report.
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The following tables sets forth our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025, and the dollar and percentage change between the two periods:
| For the Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Variance ($) | Variance (%) | ||||||||||||||||||||
| Revenues, net | $ | 7,342,985 | $ | 4,404,861 | $ | 2,938,124 | 67 | % | |||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization expense shown below) | 3,501,484 | 1,451,234 | 2,050,250 | 141 | % | ||||||||||||||||||
| General and administrative | 3,182,090 | 8,144,403 | (4,962,313) | (61) | % | ||||||||||||||||||
| Sales and marketing | 1,631,702 | 1,564,449 | 67,253 | 4 | % | ||||||||||||||||||
| Research and development | 699,427 | 1,241,669 | (542,242) | (44) | % | ||||||||||||||||||
| Depreciation and amortization | 1,654,962 | 1,699,205 | (44,243) | (3) | % | ||||||||||||||||||
| Total costs and expenses | 10,669,665 | 14,100,960 | (3,431,295) | (24) | % | ||||||||||||||||||
| Operating loss | (3,326,680) | (9,696,099) | 6,369,419 | (66) | % | ||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Other (expense) income, net | (15,122) | 142,745 | (157,867) | (111) | % | ||||||||||||||||||
| Changes in fair value of earn-out liabilities | 10,000 | 25,000 | (15,000) | (60) | % | ||||||||||||||||||
| Changes in fair value of warrant liabilities | 268,950 | 343,000 | (74,050) | (22) | % | ||||||||||||||||||
| Interest expense, net | (970,253) | (869,643) | (100,610) | 12 | % | ||||||||||||||||||
| Loss before income taxes from continuing operations | (4,033,105) | (10,054,997) | 6,021,892 | (60) | % | ||||||||||||||||||
| Income tax benefit | — | 8,176 | (8,176) | (100) | % | ||||||||||||||||||
| Loss from continuing operations | (4,033,105) | (10,046,821) | 6,013,716 | (60) | % | ||||||||||||||||||
| Loss from discontinued operations, net of tax | (99,477) | (1,936,067) | 1,836,590 | (95) | % | ||||||||||||||||||
| Net loss | $ | (4,132,582) | $ | (11,982,888) | $ | 7,850,306 | (66) | % | |||||||||||||||
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| For the Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Variance ($) | Variance (%) | ||||||||||||||
| Revenues, net | $ | 22,633,928 | $ | 10,887,521 | $ | 11,746,407 | 108 | % | |||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization expense shown below) | 10,100,063 | 3,128,208 | 6,971,855 | 223 | % | ||||||||||||
| General and administrative | 15,377,922 | 20,133,393 | (4,755,471) | (24) | % | ||||||||||||
| Sales and marketing | 4,103,863 | 4,643,237 | (539,374) | (12) | % | ||||||||||||
| Research and development | 2,082,964 | 3,222,930 | (1,139,966) | (35) | % | ||||||||||||
| Depreciation and amortization | 5,219,215 | 3,973,592 | 1,245,623 | 31 | % | ||||||||||||
| Total costs and expenses | 36,884,027 | 35,101,360 | 1,782,667 | 5 | % | ||||||||||||
| Operating loss | (14,250,099) | (24,213,839) | 9,963,740 | (41) | % | ||||||||||||
| Other (expense) income: | |||||||||||||||||
| Other (expense) income, net | (129,243) | 886,718 | (1,015,961) | (115) | % | ||||||||||||
| Changes in fair value of earn-out liabilities | 529,000 | 485,000 | 44,000 | 9 | % | ||||||||||||
| Changes in fair value of warrant liabilities | 984,200 | 7,839,500 | (6,855,300) | (87) | % | ||||||||||||
| Interest expense, net | (2,891,915) | (2,606,556) | (285,359) | 11 | % | ||||||||||||
| Loss before income taxes from continuing operations | (15,758,057) | (17,609,177) | 1,851,120 | (11) | % | ||||||||||||
| Income tax benefit | — | — | — | N/A | |||||||||||||
| Loss from continuing operations | (15,758,057) | (17,609,177) | 1,851,120 | (11) | % | ||||||||||||
| Loss from discontinued operations, net of tax | (450,553) | (7,187,036) | 6,736,483 | (94) | % | ||||||||||||
| Net loss | $ | (16,208,610) | $ | (24,796,213) | $ | 8,587,603 | (35) | % | |||||||||
Revenues, net
| For the three months ended September 30, | For the nine months ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues, net: | |||||||||||||||||||||||
| Financial Technology | |||||||||||||||||||||||
| Direct revenue | $ | 566,179 | $ | 481,772 | $ | 1,858,114 | $ | 1,638,925 | |||||||||||||||
| Interest income on loans | 922,838 | 616,566 | 2,642,018 | 1,812,185 | |||||||||||||||||||
| Loan and lease contracts sold, net | 2,027,978 | 699,663 | 6,205,525 | 2,257,785 | |||||||||||||||||||
| Lease merchandise, net | 238,190 | 1,127,666 | 1,695,894 | 2,098,000 | |||||||||||||||||||
Payment processing revenues (1) | 3,587,800 | 1,479,194 | 10,232,377 | 3,080,626 | |||||||||||||||||||
| Total revenues, net | $ | 7,342,985 | $ | 4,404,861 | $ | 22,633,928 | $ | 10,887,521 | |||||||||||||||
(1)Includes both Payments and Impact revenues.
Revenues, net increased by $2.9 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 and increased by $11.7 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increases are primarily related to the launch of Payments and Impact, the increase in loan and lease contracts sold and an increase in the interest income and retailer discount revenues.
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Cost of Revenue (exclusive of depreciation and amortization)
Cost of revenue (exclusive of depreciation and amortization) increased by $2.1 million, or 141%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, and $7.0 million or 223% for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. This is primarily attributed to an increase in transaction fees as a result of the launch of Payments and Impact.
General and Administrative Expenses
General and administrative expenses decreased by $5.0 million, or 61%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily due to a decrease in share-based compensation of $3.8 million and a decrease in employee compensation of $1.2 million.
General and administrative expenses decreased by $4.8 million or 24% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily due to a decrease in share-based compensation of $3.3 million and a decrease in employee compensation of $1.6 million, partially offset by a $0.1 million increase in other general and administrative expenses.
Sales and Marketing Expenses
Sales and marketing expenses increased $0.1 million, or 4%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase is primarily due to a $0.2 million increase in share-based compensation, partially offset by a $0.1 million decrease in employee compensation. The share-based compensation increase reflects the reallocation of earnout expense to remaining participants under the "last man standing" provision, a portion of whom are in sales and marketing.
Sales and marketing expenses decreased $0.5 million or 12% or the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily due to an decrease in share-based compensation of $0.4 million and, a decrease in brand and other sales and marketing expenses of $0.4 million partially offset by an increase in employee compensation of $0.3 million.
Research and Development Expenses
Research and development expenses decreased by $0.5 million, or 44%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily due to a $0.5 million decrease in share-based compensation expense.
Research and development expenses decreased $1.1 million, or 35% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily due to a $1.2 million decrease in share-based compensation expense, partially offset by an increase in employee compensation.
Depreciation and Amortization Expense
Depreciation and amortization expense decreased by $44,243, or 3%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily due to a decrease in leased asset depreciation of $0.4 million, partially offset by the amortization of capitalized software development costs of $0.4 million.
Depreciation and amortization expense increased by $1.2 million, or 31%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was due to the amortization of capitalized software development costs of $1.7 million, partially offset by a decrease in leased asset depreciation of $0.4 million.
The Company made the strategic decision to discontinue retaining new leases on its balance sheet beginning in September 2025, and begin forward flowing them to its servicing partner. This change reduced the Company's investment in leased assets and preserved cash.
Other (Expense) Income, net
Other expense, net increased by $0.2 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase was primarily due to a decrease in interest income earned on the money market accounts due to lower average balances and an increase in loss on leased assets.
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Other expense, net increased by $1.0 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The change was primarily driven by a $0.8 million decrease in interest income earned on the money market accounts and a $0.2 million increase related to loss on sale of leased assets.
Changes in Fair Value of Earn-out Liabilities
Changes in fair value of earn-out liabilities decreased by an immaterial amount, for each of the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025. The change was due to the fluctuation in the fair value of the earn-out liabilities at the end of each reporting period.
Changes in Fair Value of Warrant Liabilities
Changes in fair value of warrant liabilities decreased by $0.1 million and $6.9 million, respectively, for the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025. The change was due to the fluctuation in the fair value of the warrant liabilities at the end of each reporting period.
Interest Expense, net
Interest expense, net increased by $0.1 million and $0.3 million for each of the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025. The increase was due to interest paid on the revolving line of credit.
Income Tax Benefit (Expense)
Income tax benefit (expense) changed by an immaterial amount for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The change was primarily related to state income tax. Income tax benefit (expense) was zero for the each of the nine months ended September 30, 2026 and September 30, 2025.
Liquidity and Capital Resources
Historically, our primary sources of liquidity have been funds from financing activities. We have reported net losses of $16.2 million and $24.8 million for the nine months ended September 30, 2026 and 2025, respectively, and had negative cash flows from operations of $8.2 million and $17.4 million for the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026 and December 31, 2025, the Company had aggregate unrestricted cash and cash equivalents of $3.8 million and $14.6 million and net working capital of $5.7 million and $16.1 million, respectively.
The Company believes its existing cash and cash equivalents, together with cash proceeds from the sale of the Brands segment, will be sufficient to fund its operating and capital needs for at least the next twelve months from the date the Condensed Consolidated Financial Statements were available to be issued. In addition, the Company has access to an at-the-market equity offering program pursuant to which it may offer and sell shares of its Class A Common Stock from time to time, with $48.5 million in shares remaining available for issuance and sale under the program as of September 30, 2026.
Management continues to implement initiatives intended to reduce cash usage and improve operating efficiency. Through the strategic shift to focus exclusively on FinTech operations, the Company is improving its cash position and initiating a variety of cash management initiatives, including stronger revenues and margin run rates derived from the investments made in 2025, discontinuation of its Brands and Marketplace segments, reducing corporate operating expenses, and a staff reduction of 51% which occurred from September 2025 through September 2026. These executed and planned reductions that started in the third quarter of 2025 are expected to result in annualized cash savings of approximately $8.0 million. As of September 30, 2026, the Company had achieved $10.8 million of savings. Additionally, management is considering amending the terms of the existing credit facility to access additional financing, and evaluating other areas to reduce costs, if necessary.
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On July 28, 2026, the Company entered into a definitive agreement for the sale of EveryLife's assets to FreeHold Brands, LLC ("Buyer"), at a purchase price of $5.5 million in cash, before transaction fees and customary adjustments. On November 5, 2026, (the "Closing Date"), the parties entered into an amendment to the definitive agreement providing for an adjustment to the purchase price, pursuant to which, the Company received $1.0 million in cash and a $4.5 million seller note issued by the Buyer (the "Seller Note"). The Seller Note is secured by EveryLife's assets, begins to accrue interest at the prime rate on February 1, 2027, and provides for a minimum monthly principal payment of less than $0.1 million, with any remaining principal due in full 12 months from the Closing Date (the "Maturity Date"), unless Buyer exercises one or both of its two successive options to extend the Maturity Date by 12 months per extension if, despite commercially reasonable efforts, Buyer is unable to obtain bank financing sufficient to repay the Seller Note.
The Company’s future capital requirements will depend on many factors including the Company’s revenue growth rate, the timing and extent of spending to support further sales and marketing, and research and development efforts. In order to finance these opportunities, the Company may need to raise additional financing through public or private equity offerings, debt financings (including related-party financings), a credit facility or strategic collaborations. While there can be no assurances, the Company may need to pursue additional equity raises and rounds of debt financing. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when desired, the Company’s business, results of operations and financial condition would be materially and adversely affected. The Company may not be able to complete the planned divestiture of EveryLife on the expected timeline, or at all, or the proceeds may be less than anticipated, which could adversely affect the Company's liquidity and capital resources.
Operationally, the Company continues to focus on improving cash generation through revenue growth within its core business. Payments has expanded its merchant onboarding and sales efforts and has entered into multiple large merchant agreements, with additional contracts in advanced stages of negotiations. These developments are expected to contribute to future revenue growth; however, the timing and magnitude of any related cash inflows may vary.
Comparison of the Nine Months Ended September 30, 2026 and 2025
The following table shows our cash flows for both continuing and discontinuing operations (used in)/provided by operating activities, investing activities and financing activities for the stated periods:
| For the nine months ended September 30, | |||||||||||||||||
| 2026 | 2025 | $ Change | |||||||||||||||
| Net cash used in operating activities | $ | (8,173,510) | $ | (17,368,971) | $ | 9,195,461 | |||||||||||
| Net cash used in investing activities | $ | (3,347,307) | $ | (7,715,297) | $ | 4,367,990 | |||||||||||
| Net cash provided by financing activities | $ | 2,169,147 | $ | 831,033 | $ | 1,338,114 | |||||||||||
Net Cash Used in Operating Activities
Net cash used in operating activities for the nine months ended September 30, 2026 was $8.2 million compared to $17.4 million for the nine months ended September 30, 2025. The decrease in cash used in operating activities was due primarily to an decrease of $8.6 million in net loss, and a change in fair value of warrant and earnout liabilities of $6.8 million, partially offset by an increase in the net cash used by operating assets and liabilities of $1.6 million and a decrease of $4.6 million in non-cash related expenses.
Net Cash Used in Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2026 was $3.3 million compared to $7.7 million for the nine months ended September 30, 2025. Net cash used in investing activities for the nine months ended September 30, 2026 primarily related to $2.4 million of net decrease in loans held for investment and $1.5 million of software development costs, partially offset by $0.5 million of reductions to lease merchandise. Net cash used in investing activities for the nine months ended September 30, 2025 primarily related to $2.3 million of software development costs and $3.4 million of additions to lease merchandise, $1.5 million of loans held for investment and $0.5 million of purchased licenses.
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Net Cash Provided by Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2026 was $2.2 million compared to $0.8 million for the nine months ended September 30, 2025. The increase was primarily due to proceeds received from the August 2026 private investment in public equity financing of $1.3 million, and a decrease in cash paid for stock issuance of $0.3 million, partially offset by a $0.1 million decrease in the revolving credit facility and a $0.1 million decrease in proceeds received from the at-the-market offering.
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 income/(loss) as GAAP operating loss, adjusted to exclude, as applicable, certain expenses as presented in the table below:
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Reconciliation: | |||||||||||||||||||||||
| GAAP operating loss | $ | (3,326,680) | $ | (9,696,099) | $ | (14,250,099) | $ | (24,213,839) | |||||||||||||||
| Non-GAAP adjustments: | |||||||||||||||||||||||
| Corporate costs not allocated to segments | (1,654,160) | (1,383,073) | (5,939,850) | (4,463,229) | |||||||||||||||||||
| Share-based compensation expense | (355,861) | (4,422,742) | (2,955,032) | (7,975,726) | |||||||||||||||||||
| Depreciation and amortization | (1,654,962) | (1,699,205) | (5,219,215) | (3,973,592) | |||||||||||||||||||
| Non-GAAP operating income/(loss) | $ | 338,303 | $ | (2,191,079) | $ | (136,002) | $ | (7,801,292) | |||||||||||||||
Off-Balance Sheet Arrangements.
None.
Critical Accounting Policies and Estimates
We prepare our unaudited Condensed Consolidated Financial Statements in accordance with GAAP. The preparation of condensed consolidated financial statements also requires we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, balance sheet, results of operations and cash flows will be affected. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving our management’s judgments and estimates. Critical accounting policies and estimates are those that we consider the most important to the portrayal of our balance sheet and results of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.
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The preparation of our Condensed Consolidated Financial Statements in conformity with GAAP requires us to make estimates and judgments that affect the amounts reported in those condensed consolidated financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates. Our significant accounting policies are described in Note 3 to our Unaudited Condensed Consolidated Financial Statements for the nine-month period ended September 30, 2026 included elsewhere in this Quarterly Report on Form 10-Q. There were no material changes in the Company's critical accounting policies and estimates during the nine months ended September 30, 2026. A description of the Company's critical accounting policies, estimates and assumptions used in the preparation of the Company's consolidated financial statements is included in Part II. Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2025, which was filed on March 17, 2026.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, we conducted an evaluation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e)) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act") as of September 30, 2026. Based on this evaluation, our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer concluded that our disclosure controls and procedures were effective as of that date. Management believes that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
As previously disclosed, management identified a material weakness in internal control over financial reporting related to presentation on the consolidated statements of cash flows. To remediate, management expanded and improved the review process for complex transactions and onboarded additional staff with requisite experience as accounting professionals. Management tested the design and operating effectiveness of these controls and concluded as of September 30, 2026, that the material weakness had been remediated.
Changes in Internal Control Over Financial Reporting
Except as noted above, there have been no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Refer to Note 16 in the Notes to Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 1A. Risk Factors.
There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, other than as set forth below in this Item 1A.
We may be subject to immediate suspension and delisting from the NYSE if our average total market capitalization over a consecutive 30 trading-day period falls below $15 million or if the NYSE determines that any of our securities are trading at "abnormally low selling price" levels.. Section 802.01B of the NYSE Listed Company Manual requires an average total market capitalization of at least $15 million over any trailing 30 trading-day period. A breach of this threshold triggers immediate suspension and delisting procedures, with no cure period and no compliance-plan eligibility, regardless of the standard under which we originally listed. As of November 3, 2026, our average total market capitalization was $16.9 million. Moreover, if the NYSE determines that our Class A Common Stock or public warrants are trading at "abnormally low selling price" levels, it will also immediately suspend the trading of our Class A Common Stock or public warrants, as applicable, and commence delisting proceedings pursuant to Rule 802.01D. Continued price volatility could cause us to fall below any of these thresholds, resulting in prompt delisting.
Item 5. Other Information.
None of the Company's directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted terminated
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Item 6. Exhibits.
| Exhibit | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 10.1† | ||||||||
| 10.2 | ||||||||
| 10.3# | ||||||||
| 10.4# | ||||||||
| 10.5# | ||||||||
| 10.64 | ||||||||
| 10.7 | ||||||||
| 10.8† | ||||||||
| 10.9 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit). | |||||||
*Filed herewith.
**Furnished herewith.
39
# Indicates a management contract or compensatory plan, contract or arrangement
† Pursuant to Item 601(a)(5) of Regulation S-K, the exhibits and schedules to Exhibit 10.1 have been omitted from this report and will be furnished supplementally to the Securities and Exchange Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PSQ Holdings, Inc. | ||||||||
Date: November 6, 2026 | /s/ Dusty Wunderlich | |||||||
| Name: | Dusty Wunderlich | |||||||
| Title: | President and Chief Executive Officer | |||||||
| (Principal Executive Officer) | ||||||||
Date: November 6, 2026 | /s/ Michael Pena | |||||||
| Name: | Michael Pena | |||||||
| Title: | Chief Financial Officer | |||||||
| (Principal Financial Officer) | ||||||||
Date: November 6, 2026 | /s/ Krista Wenzel | |||||||
| Name: | Krista Wenzel | |||||||
| Title: | Chief Accounting Officer | |||||||
(Principal Accounting Officer) | ||||||||
41
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Dusty Wunderlich certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of PSQ Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 6, 2026 | By: | /s/ Dusty Wunderlich | ||||||
Dusty Wunderlich President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | ||||||||
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Pena, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of PSQ Holdings, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 6, 2026 | By: | /s/ Michael Pena | ||||||
Michael Pena Chief Financial Officer (Principal Financial Officer) | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PSQ Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: November 6, 2026 | By: | /s/ Dusty Wunderlich | ||||||
Dusty Wunderlich President, Chief Executive Officer and Chairman of the Board | ||||||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PSQ Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: November 6, 2026 | By: | /s/ Michael Pena | ||||||
| Michael Pena Chief Financial Officer | ||||||||