PSQ Holdings, Inc.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Various statements in this Annual Report on Form 10-K of PSQ Holdings, Inc. are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this report, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are subject to risks and uncertainties (some of which are beyond our control) and are based on information currently available to our management. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “contemplates,” “predict,” “project,” “target,” “likely,” “potential,” “continue,” “ongoing,” “will,” “would,” “should,” “could,” or the negative of these terms and similar expressions or words, identify forward-looking statements. The events and circumstances reflected in our forward-looking statements may not occur and actual results could differ materially from those projected in our forward-looking statements. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including risks and uncertainties that could delay, divert or change these expectations, and could cause actual results to differ materially from those projected in these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under Part I, Item 1A: “Risk Factors.” 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.

This report contains market data and industry forecasts that were obtained from industry publications. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified any third-party information. While we believe the market position, market opportunity and market size information included in this report is generally reliable, such information is inherently imprecise and subject to change.

All written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We caution investors not to rely on the forward-looking statements we make or that are made on our behalf as predictions of future events. We undertake no obligation and specifically decline any 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 securities laws.

We encourage you to read the management’s discussion and analysis of our financial condition and results of operations and our consolidated financial statements contained in this Annual Report on Form 10-K. There can be no assurance that we will in fact achieve the actual results or developments we anticipate or, even if we do substantially realize them, that they will have the expected consequences to, or effects on, us. Therefore, we can give no assurances that we will achieve the outcomes stated in those forward-looking statements, projections and estimates.

Risk Factor Summary

Our business is subject to numerous risks and uncertainties, including those highlighted in this Item 1A, that represent challenges that we face in connection with the successful implementation of our strategy and the growth of our business. In particular, the following considerations, among others, may offset our competitive strengths or have a negative effect on our business strategy, which could cause a decline in the price of shares of our Class A Common Stock or public warrants and result in a loss of all or a portion of your investment:

•We have incurred net losses and negative cash flows in the past and may not be able to achieve or maintain profitability.

•We may require substantial additional capital to support our operations and growth, and such capital may not be available on acceptable terms or at all.

•Our liquidity could be adversely affected by reserve, collateral, or prefunding requirements imposed by partners or networks.

•If we are unable to manage growth effectively, our operations could be strained and our business could be harmed.

•We received a written notice from the New York Stock Exchange ("NYSE") that we are not in compliance with continued listing standards, and if we fail to regain compliance, our Class A Common Stock would be delisted.

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•We currently rely upon third-party providers of cloud-based infrastructure to host our products. Any disruption in the operations of these third-party providers, limitations on capacity or interference with our use could adversely affect our business, financial condition and results of operations.

•Determining the Company's allowance for credit losses requires many assumptions and complex analyses. If the Company's estimates prove incorrect, PSQ Holdings, Inc. may incur net charge-offs in excess of its reserves, or may be required to increase its provision for credit losses, either of which would adversely affect our results of operations.

•Our business faces significant competition, and if we are unable to compete effectively, our business and operating results could be materially and adversely affected.

•Our FinTech-focused strategy may not be successful, and changes to our strategy or priorities could adversely affect our business.

•Our success depends on key personnel, and we may be unable to attract or retain qualified employees or successfully transition leadership responsibilities.

•Our success depends on attracting, onboarding and retaining merchants, retailers, campaigns and non-profits and converting contracted relationships and sales leads into sustained transaction volume.

•We rely on originating bank partners, processing partners, card networks and ACH participants. If any of our agreements are terminated, and we are unable to replace such agreements, our business, results of operations, financial condition, and future prospects would be materially and adversely affected.

•Current and future government regulations may negatively impact the demand for our services or the products offered by the merchants we service which could have a material adverse effect on our business and operating results.

•Our revenue may be impacted, to a significant extent, by the general economy, the creditworthiness of the U.S. consumer and the financial performance of our business partners and customers.

•We may pursue acquisitions, investments, or partnerships, and we may not realize the expected benefits of those arrangements.

•The market for political fundraising and payment processing platforms is highly concentrated, and PSQ Impact may be unable to compete effectively against established providers.

•We are or may be subject to numerous risks relating to the need to comply with data and information privacy laws.

•We are subject to cybersecurity risks and interruptions or failures in our information technology systems and as we grow, we will need to expend additional resources to enhance our protection from such risks.

•Management identified a material weakness in our internal control over financial reporting as of December 31, 2023 and as of December 31, 2025, this material weakness remains unremedied. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

•If we fail to adequately protect our proprietary intellectual property (“IP”) rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation to protect our rights.

•Our business depends on continued and unimpeded access to our directory information and services on the internet, which in turn relies on third-party telecommunications and internet service providers.

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•Our business is subject to extensive regulation, examination, oversight, and supervision in a variety of areas, all of which are subject to change and uncertain interpretation. Changes in federal, state, or local laws and regulations, as well as changes to regulatory enforcement policies and priorities, and changes in public perception of our lines of business may negatively impact our business, results of operations, financial condition, and future prospects.

•Current and future government regulations may negatively impact the demand for our services and negatively impact our business, results of operations, and financial condition.

•We may be exposed to risk if we cannot enhance, maintain, and adhere to our internal controls and procedures.

•Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.

•As of February 27, 2026, we are no longer a "controlled company", and as a result, we are required to comply with all of the corporate governance requirements in the NYSE listing standards, subject to certain phase-in periods. Failure to do so may lead to escalating consequences up to and including potential delisting of the Company’s Class A Common Stock from the NYSE.

•Natural disasters, including but not limited to unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt our business schedule.

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