PSQH 8-K
PSQ Holdings, Inc. (PSQH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 28, 2025 (the “Effective Date”), PSQ Holdings, Inc. (the “Company”) appointed Caitlin Long to the Company’s board of directors (the “Board”) as an independent Class I director, effective immediately. Ms. Long will serve until her term of office expires at the annual meeting of the Company’s stockholders in 2027, provided that she shall continue to serve until her successor is duly elected and qualified, or until her earlier death, resignation or removal. Ms. Long has not been named to any committee of the Board.
Ms. Long has extensive experience in both traditional financial services and cryptocurrencies. She is the Chairman and Chief Executive Officer of Custodia Bank, Inc., a chartered bank that she founded in 2020. Custodia Bank aims to serve as a compliant bridge between the U.S. dollar and cryptocurrency financial systems. Ms. Long has been active in Bitcoin since 2012. Beginning in 2017, she played a leading role in her native state of Wyoming to enact more than 20 blockchain-enabling laws during consecutive legislative sessions. In 2018, she was appointed by two Wyoming Governors to serve on related legislative committees. Prior to her work in the cryptocurrency space, Ms. Long worked at investment banks in New York and Zurich from 1994 to 2016. During this time, she held senior roles, including as a Managing Director at Morgan Stanley and Credit Suisse. Ms. Long holds a B.A. from the University of Wyoming and a joint J.D./M.P.P. degree from Harvard Law School and Harvard Kennedy School of Government. She is also a member of the board of directors of Cipher Mining Inc.
In connection with Ms. Long’s appointment to the Board, on the Effective Date, Ms. Long received a grant of 137,615 restricted stock units (“RSUs”) (the “Initial Award”) pursuant to the Company’s 2023 Stock Incentive Plan (as amended from time to time, the “Plan”). On the Effective Date, the Board also approved an annual grant of RSUs to Ms. Long with a grant date fair value of $150,000, to be awarded pursuant to the Plan, beginning with the annual meeting of stockholders held in 2026 (the “Annual Awards”). The Initial Award and the Annual Awards will vest as to 100% of the RSUs on the first anniversary of their respective grant dates, subject to Ms. Long’s continued service as a director through the applicable vesting date.
In addition, for her service on the Board, Ms. Long will receive an annual cash retainer of $40,000, payable in arrears in four equal quarterly installments of $10,000, on the last day of the quarter (prorated for partial quarters of service).
There are no arrangements or understandings between Ms. Long and any other persons pursuant to which Ms. Long was elected as a director of the Company. Ms. Long has not engaged in any related person transactions (as defined in Item 404(a) of Regulation S-K) with the Company. There are no family relationships between Ms. Long and any of the Company’s officers and directors.
Ms. Long will also enter into the Company’s standard indemnity agreement for directors, a copy of which was filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Item 7.01 Regulation FD Disclosure.
On July 30, 2025, the Company issued a press release announcing the appointment of Ms. Long to the Board. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 99.1 | Press Release, dated July 30, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 hereunto duly authorized.
| PSQ Holdings, Inc. | ||
| Date: July 30, 2025 | By: | /s/ Michael Seifert |
| Name: | Michael Seifert | |
| Title: | Founder, Chairman and Chief Executive Officer | |
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Exhibit 99.1
PublicSquare
Strengthens Board with Appointment of Caitlin Long,
Renowned Bitcoin and Crypto Finance Expert
WEST PALM BEACH, Fla. — July 30, 2025 — PSQ Holdings, Inc. (NYSE: PSQH) ("PublicSquare" or the "Company"), today announced the appointment of Caitlin Long to the Company’s Board of Directors, effective immediately. A renowned Bitcoin and crypto finance expert, Ms. Long has over 30 years of experience in financial services, specializing in traditional finance, digital assets, and financial technology infrastructure. She is the Founder and CEO of Custodia Bank, a U.S. chartered bank designed to offer a compliant bridge between U.S. dollars and digital assets. Previously, she held senior roles on Wall Street for over 20 years at firms including Morgan Stanley, Credit Suisse, and Salomon Brothers. She is recognized as an authority on blockchain policy and financial innovation. She participated in Wyoming's Blockchain Task Force, where she helped draft and pass 13 crypto-friendly laws. These laws positioned Wyoming as the de facto standard for policy innovation around digital assets.
“We are delighted to welcome Caitlin Long to the PublicSquare Board of Directors. Caitlin’s distinguished career in financial services, combined with her pioneering work in digital asset banking, makes her a highly valuable asset to PublicSquare as we develop our fintech capabilities,” commented Michael Seifert, Chairman and CEO of PublicSquare. "Her expertise will be crucial in enhancing our digital asset treasury management and supporting the strategic growth of our payments infrastructure.”
Caitlin Long commented, “I am honored to join the Board of Directors of PublicSquare at this important stage in the Company's growth. PublicSquare’s dedication to exploring digital asset strategies and innovative payment systems aligns with my vision of building fundamentally solvent and compliant financial solutions that promote economic freedom. I look forward to collaborating with the leadership team and fellow board members to help guide and expand the Company’s fintech strategy.”
Strategic Alignment with PublicSquare’s Fintech Initiatives
Ms. Long’s appointment follows PublicSquare’s May 2025 announcement to develop a Digital Asset Treasury Strategy as part of the Company's broader fintech initiatives. This strategy involves allocating a portion of the corporate treasury reserves to digital assets, including Bitcoin and yield-generating stablecoins, to boost capital efficiency and diversify the Company’s balance sheet. Simultaneously, the Company is evaluating the integration of stablecoins into its payments and marketplace ecosystem to advance next-generation payment solutions for consumers and merchants.
About Caitlin Long
Caitlin Long is the Founder and CEO of Custodia Bank, which is purpose-built for bridging digital assets and traditional finance. A bitcoiner since 2012 and a former managing director at Wall Street firms, she is widely recognized for her contributions to blockchain legal frameworks in the United States. Ms. Long holds a J.D. from Harvard Law School, a Master of Public Policy from Harvard Kennedy School, and a B.A. from the University of Wyoming.
About PublicSquare
PublicSquare is a marketplace and payments ecosystem that values life, family, and liberty. PublicSquare operates under three segments: Financial Technology, Marketplace and Brands. PublicSquare’s Financial Technology segment includes Credova, a consumer financing and payments company. The primary mission of the Marketplace segment is to help consumers “shop their values” and put purpose behind their purchases. PublicSquare leverages data and insights from the Marketplace to assess its customers’ needs and provide high-quality, wholly owned financial products and brands. PublicSquare’s Brands segment comprises EveryLife, a premium D2C life-affirming baby products company. The PublicSquare Marketplace is free to join for both consumers and business owners. Download the app on the App Store or Google Play, or visit PublicSquare.com to learn more.
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