PSQ Holdings, Inc.

General

After the Effective Time of the Reverse Stock Split, should our Board elect to implement it, each stockholder will own fewer shares of Class A common stock. The Reverse Stock Split will affect all of our stockholders uniformly, however, and will not affect any stockholder’s percentage ownership interests in the Company, except to the extent that the Reverse Stock Split results in any of our stockholders owning a fractional share that is paid in cash as described above. Voting rights and other rights and preferences of the holders of our Class A common stock will not be affected by the Reverse Stock Split (other than as a result of the payment of cash in lieu of fractional shares of Class A common stock). For example, a holder of two percent of the voting power of the outstanding shares of our Class A common stock immediately before the Reverse Stock Split will continue to hold two percent (assuming there is no impact as a result of the payment of cash in lieu of issuing fractional shares of Class A common stock) of the voting power of the outstanding shares of our Class A common stock immediately after the Reverse Stock Split. The number of stockholders of record will not be affected by the Reverse Stock Split (except to the extent that any stockholder holds only a fractional share interest and receives cash for such interest after such Reverse Stock Split).

The principal effects of the Reverse Stock Split will be that:

We believe that any potential negative effects are outweighed by the benefits of the Reverse Stock Split.

Effect on Shares of Our Class A Common Stock

For the purposes of providing examples of the effect of the Reverse Stock Split on our Class A common stock, the following table contains information, based on share information as of May 27, 2026, of the effect of a Reverse Stock Split at certain ratios within the range of the proposed Reverse Stock Split ratios on the number of shares of our Class A common stock authorized, outstanding, reserved for future issuance and not outstanding or reserved:

After the Effective Time of the Reverse Stock Split that our Board elects to implement, our Class A common stock will have a new CUSIP number.

Effect on Our Authorized Preferred Stock

The Reverse Stock Split, if implemented, will not affect the total authorized number of shares or the par value of our preferred stock.

Effect on Outstanding Equity Awards, Equity Plans, and Employee Stock Purchase Plan

If the Reverse Stock Split is approved by our stockholders and our Board decides to implement the Reverse Stock Split, as of the Effective Time, based on the Reverse Stock Split ratio selected by our Board, proportionate adjustments will be made to all then-outstanding equity awards with respect to the number of shares of Class A common stock subject to such awards and the exercise price thereof. In addition, the number of shares of Class A common stock available for issuance under the Plans will be proportionately adjusted for the Reverse Stock Split ratio selected by our Board, such that fewer shares will be subject to the Plans.

Reduction in Stated Capital

Pursuant to the Reverse Stock Split, the par value of our Class A common stock will remain $0.0001 per share. As a result of the Reverse Stock Split, at the Effective Time, the stated capital on our balance sheet attributable to our Class A common stock will be reduced in proportion to the size of the Reverse Stock Split, subject to a minor adjustment in respect of the treatment of fractional shares, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged.

Shares Held in Book-Entry and Through a Broker, Bank or Other Holder of Record

The combination of, and reduction in, the number of our outstanding shares of Class A common stock as a result of the Reverse Stock Split will occur automatically at the Effective Time without any additional action on the part of our stockholders.

Upon the Reverse Stock Split, we intend to treat stockholders holding shares of our Class A common stock in “street name” (that is, through a broker, bank or other holder of record) in the same manner as registered stockholders whose shares of our Class A common stock are registered in their names. Brokers, banks or other holders of record will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Class A common stock in “street name”; however, these brokers, banks or other holders of record may apply their own specific procedures for processing the Reverse Stock Split. If you hold your shares of our Class A common stock with a broker, bank or other holder of record, and you have any questions in this regard, we encourage you to contact your holder of record.

If you hold registered shares of our Class A common stock in a book-entry form, you do not need to take any action to receive your post-Reverse Stock Split shares of our Class A common stock in registered book-entry form or your cash payment in lieu of fractional shares, if applicable. If you are entitled to post-Reverse Stock Split shares of our Class A common stock, a transaction statement will automatically be sent to your address of record as soon as practicable after the Effective Time indicating the number of shares of our Class A common stock you hold. In addition, if you are entitled to a payment of cash in lieu of fractional shares of Class A common stock, a check will be mailed to you at your registered address as soon as practicable after the Effective Time. By signing and cashing this check, you will warrant that you owned the shares of our Class A common stock for which you received a cash payment (see “Fractional Shares”).

If you hold any of your shares of our Class A common stock in certificate form, you will receive a transmittal letter from our transfer agent as soon as practicable after the Effective Time. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate representing the pre-Reverse Stock Split shares of our Class A common stock for either: (1) a certificate representing the post-Reverse Stock Split shares of our Class A common stock, or (2) post-Reverse Stock Split shares of our Class A common stock in book-entry form, evidenced by a transaction statement that will be sent to your address of record indicating the number of shares of our Class A common stock you hold, together with any payment of cash in lieu of fractional shares of Class A common stock to which you are entitled. Beginning at the Effective Time of the Reverse Stock Split, each certificate representing pre-Reverse Stock Split shares of our Class A common stock will be deemed for all corporate purposes to evidence ownership of post-Reverse Stock Split shares. If you are entitled to a payment of cash in lieu of fractional shares, payment will be made as described under “Fractional Shares.”

Stockholders should not destroy any share certificate(s) and should not submit any share certificate(s) until requested to do so.