PSQ Holdings, Inc.
For the period ended Mar 31, 2026. Filed May 7, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
PSQH$1.95+18.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001847064-25-000010
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001847064-26-000010
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 118 previous paragraphs and 134 current paragraphs.
58 unchanged; 37 reworded; 39 added; 20 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (39)
Current report
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Current report
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 ("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.
Current report
Following further evaluation of market conditions and transaction alternatives, the Company determined during the fourth quarter of 2025 that pursuing a sale or partnership of the Marketplace segment would not be the most efficient use of resources. Accordingly, the Company wound down the Marketplace business as of December 31, 2025, and will not continue development of the Marketplace technology platform as part of its long-term strategy. The Company may evaluate opportunities to leverage certain customer relationships in support of its Financial Technology initiatives.
Current report
As of March 31, 2026, the Company continues to actively pursue the monetization of the Brands segment, and the sale process remains ongoing. Management expects to enter into a definitive agreement during the first half of 2026 and continues to engage with interested parties.
Current report
Board of Director and Executive Leadership Updates
Current report
On January 7, 2026, the Company announced updates to its Board and executive leadership structure intended to delineate board oversight, enhance operational focus, and position the Company for its next phase of growth as a scaled public FinTech platform. The leadership updates include:
Current report
•Michael Seifert stepped down as Chairman of the Board.
Current report
•Dusty Wunderlich was named Chairman of the Board and has stepped down as Chief Strategy Officer of the Company.
Current report
•Blake Masters was appointed Lead Independent Board Director and will provide independent oversight and serve as liaison between the Board and management.
Current report
•Michael Perkins was appointed Chief Operating Officer.
Current report
•Mike Hebert stepped down as Chief Operating Officer and was named Senior Vice President of People to oversee the organizational development, talent and culture of the Company.
Current report
On January 27, 2026, Michael Seifert stepped down as Chief Executive Officer and resigned from the Company's Board of Directors, and Dusty Wunderlich was appointed as Chief Executive Officer.
Current report
As part of Mr. Seifert's separation from the Company, Mr. Seifert forfeited 1,000,000 shares of Class C Common Stock. As of February 27, 2026, all of Mr. Seifert's Class C Common Stock converted on a one-for-one basis into shares of Class A Common Stock. As a result, Mr. Seifert no longer possesses a majority of the voting power of the Company's common stock and the Company is no longer a "controlled company" under NYSE rules. We are now required to comply with certain NYSE rules that govern corporate governance standards from which we were previously exempt, subject to certain phase-in periods. These include the requirement to have (i) a majority of independent directors, (ii) a nominating/corporate governance committee composed entirely of independent directors, and (iii) a compensation committee composed entirely of independent directors. NYSE rules mandate that the Company must satisfy the majority independent board requirement within one year of the date its status changed and have at least one independent member on its nominating committee and at least one independent member on its compensation committee by the date its status changes, at least a majority of independent members on each committee within 90 days of the date its status changes and fully independent committees within one year of the date its status changes. There can be no assurance that the Company will be able to satisfy such requirements. Failure to meet such requirements could subject the Company to delisting from the NYSE.
Current report
On April 1, 2026, James Rinn provided notice to the Company of his resignation from the position of Chief Financial Officer, effective April 30, 2026. Mr. Rinn's resignation was not the result of a disagreement between Mr. Rinn and the Company or any matter relating to the Company's operations, policies, or practices.
Current report
On April 6, 2026, the Board appointed Michael Pena to the role of Chief Financial Officer, Treasurer and Krista Wenzel to the role of Chief Accounting Officer, both effective May 1, 2026.
Current report
NYSE Notice of Non-Compliance
Current report
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 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 a business plan to the NYSE within 45 days demonstrating compliance with Rule 802.01B within 18 months of receipt of the notice. If the NYSE accepts the business plan, the Company will be subject to quarterly monitoring; if the NYSE does not accept the plan or the Company fails to comply with the plan, the NYSE may commence suspension and delisting procedures.[FD1] The Company can gain compliance with Rule 802.01C at any time within the six-month cure period if, on the last trading day of any calendar month during the cure period, the Class A common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on that date. On February 17, 2026, the Company issued a press release regarding the NYSE notice.
Current report
Second Amended and Restated Loan and Security Agreement
Current report
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. No other material changes were made to the terms of the Company's Amended and Restated Loan and Security Agreement as a result of this agreement.
Current report
During the three months ended March 31, 2026 and 2025, our net loss was $6.5 million and $4.4 million, respectively. During the three months ended March 31, 2026, our net loss increased $2.0 million as compared to the three months ended March 31, 2025, primarily due to an increase in total costs and expenses of $1.9 million, decrease in the change in fair value of the warrant liabilities of $6.7 million, decrease in the change in fair value of the earnout liabilities of $0.4 million and increase in interest and other expenses of $0.5 million. This was partially offset by an increase in revenues of $5.1 million and decrease in loss from discontinued operations of $2.4 million.
Current report
Other (Expense) Income, net
Current report
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.
Current report
•Revenue per headcount
Current report
GMV – Credit increased year-over-year, driven by higher consumer conversion and approval rates, a less pronounced seasonal decline following the holiday period compared to the prior year period, and the impact of customer re-engagement initiatives.
Current report
Industry conditions remained below prior-year levels. 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, and early 2026 trends indicate continued year-over-year softness. These trends reflect a combination of reduced consumer purchasing urgency and macroeconomic factors, including inflationary pressures and constrained discretionary spending. Despite these dynamics, the industry continues to demonstrate a consistent baseline level of demand, with monthly adjusted background checks exceeding one million.
Current report
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.
Current report
GMV – PSQ Payments increased year-over-year, driven primarily by an increased number of merchants actively processing through our solution.
Current report
For the three months ended March 31, 2026, our top three merchants accounted for approximately 73% of total GMV – PSQ Payments, with our largest merchant representing 37% of total GMV – PSQ Payments. As PSQ Payments was a nascent business during this same period in 2025 and only a few merchants were actively processing through our solution, management believes first quarter 2025 GMV Payments breakdown by merchant is not beneficial to provide.
Current report
Revenue per Headcount
Current report
Beginning in the first quarter 2026, the Company started tracking revenue per headcount as a key operating metric to evaluate our efficiency and productivity relative to peers.
Current report
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.
Current report
The following table summarizes our revenue per headcount:
Current report
For the three months ended March 31, 2026, total FTEs were 47 compared to 68 for the three months ended March 31, 2025. The year-over-year increase is driven by a 167% increase in revenue growth coupled with a 31% decrease in headcount.
Current report
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.
Current report
Sales and marketing expenses increased $0.1 million, or 4%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase is primarily due to a $0.4 million increase in employee compensation, partially offset by a decrease of share-based compensation of $0.1 million and other sales and marketing costs of $0.2 million.
Current report
Other (Expense) Income, net
Current report
Other income, net decreased by $0.4 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease was primarily due to a $0.2 million loss on sale of leased assets along with $0.3 million less interest income earned on the money market accounts.
Current report
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 41% which occurred from September 2025 through March 2026. In addition, the Company is working to terminate and or reduce contractor and consulting agreements. These executed and planned reductions that started in the fourth quarter of 2025 are expected to result in annualized cash savings of approximately $8.0 million. Additionally, management is considering further options such as completing a sale of EveryLife, amending the terms of the existing credit facility to access additional financing, and evaluating other areas to reduce compensation and costs if necessary.
Current report
Operationally, the Company continues to focus on improving cash generation through revenue growth within its Financial Technology segment. PSQ 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. PSQ Impact has continued to grow its customer base, including expansion into nonprofit organizations. These developments are expected to contribute to future revenue growth; however, the timing and magnitude of any related cash inflows may vary.
Removed paragraphs (20)
Previous report
Board of Director Updates
Previous report
On July 28, 2025, the Company appointed Caitlin Long to its Board of Directors. Ms. Long is a renowned Bitcoin and crypto finance expert with 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 US chartered bank designed to offer a compliant bridge between US dollars and digital assets. For over 20 years, she previously held senior roles on Wall Street at firms including Morgan Stanley, Credit Suisse, and Salomon Brothers. Ms. Long is also recognized as an authority on blockchain policy and financial innovation and participated in Wyoming's Blockchain Task Force, where she helped draft and pass 13 crypto-friendly laws which positioned Wyoming as the de facto standard for policy innovation around digital assets.
Previous report
Strategic Updates
Previous report
On August 12, 2025, the Company announced a strategic repositioning of its business to accelerate the growth of its FinTech segment. As part of this repositioning, the Company plans to monetize its Brands segment and pursue a sale or strategic partnership of its Marketplace segment. The Company also made the decision to reverse the Brands expansion into South Korea as part of the repositioning.
Previous report
During the three months ended September 30, 2025 and 2024, our net loss was $12.0 million and $13.1 million, respectively. During the three months ended September 30, 2025, our net loss decreased $1.1 million as compared to the three months ended September 30, 2024, due to a $1.2 million increase in revenues, and a $2.6 million decrease in loss from discontinued operations. This was partially offset by a $0.6 million increase in expenses, a quarter over quarter loss of $1.8 million relating to the change in fair value of the warrant liabilities, a quarter over quarter loss of $0.1 million relating to the change in fair value of the earnout liabilities. For the nine months ended September 30, 2025 and 2024, our net loss was $24.8 million and $36.9 million, respectively. During the nine months ended September 30, 2025, our net loss decreased $12.1 million as compared to the nine months ended September 30, 2024, due to $4.3 million increase in revenues, a $3.8 million decrease in expenses, a $4.2 million decrease in loss from discontinued operations, a $0.7 million increase in interest income earned and a $0.3 million gain in the change in fair value of the warrant liabilities offset by a $1.2 million increase in interest expense
Previous report
As we are a high-growth company with a focus on cost-saving measures including resource reduction and reallocation, we anticipate that each of the following categories of operating expenses will increase in absolute dollar amounts but decline as a percentage of revenue for the foreseeable future.
Previous report
Other Income, net
Previous report
GMV – Credit declined year-over-year, driven by a broader slowdown in the firearm retail industry and our continued focus on disciplined underwriting practices. Industry-wide softness impacted many of our merchant partners, with some reporting sales down more than 20% year-over-year, consistent with national trends. According to the National Shooting Sports Foundation (“NSSF”), U.S. firearm sales fell for the fourth consecutive year in 2024, totaling approximately 15.2 million adjusted background checks—a 3.5% decline from 2023. This downward trend carried into 2025, with Q3 2025 adjusted checks at approximately 3.2 million, reflecting a 5.7% decline compared to Q3 2024 (3.4 million). The decline in overall firearm demand has been influenced by reduced consumer urgency under a pro-Second Amendment federal administration, as well as macroeconomic factors such as inflationary pressures and constrained discretionary spending, which have affected purchasing behavior across the retail sector. Despite these headwinds, the industry continues to demonstrate a strong baseline, with August 2025 alone posting over 1.1 million NSSF-adjusted background checks, though these metrics are still down ~9.9% year-over-year compared to the previous year. In addition to market pressures, our recent credit policy enhancements—including the broader implementation of machine-learning models—tightened approval rates as part of a long-term strategy to improve portfolio performance. These factors, along with changes to our origination channels and a shift in sales focus, contributed to the overall reduction in GMV – Credit during the period.
Previous report
In response to these market conditions, the Company is actively executing strategic initiatives designed to diversify and strengthen future growth. These include expanding into new and tangential retail verticals to reduce concentration risk, developing innovative financial products tailored to a broader consumer base, and enhancing our underwriting processes through the use of advanced AI models and other data-driven tools. These efforts aim to improve credit decisioning, drive incremental transaction volume, and position the Company for long-term resilience despite current industry softness.
Previous report
As PSQ Payments is currently an emerging business and still in the process of onboarding new customers, only a concentrated number of merchants were actively processing through our solution during the period. Therefore, management believes 2025 GMV - Payments breakdown by merchant would not be beneficial to provide.
Previous report
Cost of revenue (exclusive of depreciation and amortization) increased by $2.9 million, or 1095%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This is attributed to an increase of $2.9 million in transaction fees as a result of the launch of PSQ Payments.
Previous report
General and administrative expenses decreased by $10.1 million, or 33%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was due to the reduction in share-based compensation expense of $5.4 million, a decrease in transaction costs of $2.3 million, a decrease in professional services of $1.1 million, a decrease of employee and contractor compensation and benefits of $1.1 million, and a decrease of other administrative expenses of $0.2 million. The share-based compensation expense reduction is primarily due to a Type III modification realized last quarter caused by a change in role and responsibilities of the former Chief Financial Officer.
Previous report
Sales and marketing expenses decreased by $0.2 million, or 10%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease is due to a decrease in share-based compensation expense of $0.6 million offset by an increase in employee compensation and benefits of $0.4 million.
Previous report
Research and development expenses increased by $0.8 million, or 204%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was due to a $0.2 million increase in share-based compensation expense, an increase of $0.6 million in employee and contractor compensation and benefits.
Previous report
Research and development expense increased by $2.0 million, or 159%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was due to employee and contractor compensation and benefits expenses of $1.6 million and an increase of $0.4 million in share-based compensation expense.
Previous report
Depreciation and amortization expense increased by $2.4 million, or 151%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase was related to the amortization of capitalized software development costs of $1.3 million and the depreciation of leased assets of $1.1 million.
Previous report
Other Income, net
Previous report
Other income, net increased by $0.7 million for the nine months ended September 30, 2025, respectively, compared to the nine months ended September 30, 2024. The increase was due to a $0.2 million gain resulting from a settlement on an outstanding payable and interest income of $0.5 million earned on the money market accounts.
Previous report
Interest expense, net increased by $0.1 million and $1.2 million for the three and nine months ended September 30, 2025, respectively, compared to the three and nine months ended September 30, 2024. The increase was due to the interest payable in relation to the convertible promissory notes recorded as of the reporting date, along with interest paid on the revolving line of credit.
Previous report
During the first quarter, management made a strategic decision to invest in its FinTech segment and began taking assignment and holding closed-end consumer leases. We expect this will result in increased revenues in the medium term while negatively impacting cash flow from operations in the short term.
Reworded paragraphs (37)
Previous wording
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, 2024, which are incorporated by reference herein. 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.
Current wording
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, 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.
Previous wording
Unless the context otherwise requires, references, in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" to "PublicSquare," "we," "us," "our," and the "Company."
Current wording
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.
Previous wording
PublicSquare is a financial technology company committed to protecting life, family, and liberty through values-driven innovation. We're building an ecosystem of financial solutions that provide consumers and businesses with cancel-proof alternatives in today's economy. PublicSquare operates under one segment: Financial Technology. PublicSquare provides a suite of wholly-owned Financial Technology services. The Financial Technology segment comprises Credova, a "Buy Now Pay Later" ("BNPL") company focused on the outdoors & shooting sports industry, PSQ Payments, a "cancel-proof" payments processing company, and PSQ Impact, a fundraising platform for the conservative movement
Current wording
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; PSQ Payments, a "cancel-proof" payments processing company; and PSQ Impact, a payments and fundraising platform serving nonprofit organizations and political campaigns.
Previous wording
Payment processing is the lifeblood of the American economy. Owning the payments stack puts PublicSquare at the center of every transaction 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.
Current wording
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.
Previous wording
Credova principally generates BNPL 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 lending institutions (direct revenue) 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.
Current wording
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.
Previous wording
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 that general and administrative expenses will increase in absolute dollars in future periods but decline as a percentage of total revenue over time. Our inability to scale our expenses could negatively impact profitability.
Current wording
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 and the reclassification of certain costs, we expect general and administrative expenses will decrease in absolute dollars in future periods and decline as a percentage of total revenue over time.
Previous wording
Sales and marketing expenses consist primarily of salaries, employee benefits, consultant fees, commissions, and direct marketing costs related to the promotion of PublicSquare’s platforms/solutions. As a result of cost-cutting efforts, we expect that sales and marketing expenses will remain steady or may decline in absolute dollars and decline as a percentage of total revenue over time as we scale back paid marketing efforts and focus on monetizing current customer base. Our inability to scale our expenses could negatively impact profitability.
Current wording
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 reclassification of costs, we expect sales and marketing expenses will increase 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. Our inability to scale our expenses could negatively impact profitability.
Previous wording
Research and development expenses consist primarily of salaries, employee benefits and consultant fees related to our development activities to originate, develop, and build the PSQ Payments' and PSQ Impact ecosystems. As this is a large focus of the Company, we expect that research and development expenses will increase in absolute dollars in future periods but decline as a percentage of total revenue over time.
Current wording
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.
Previous wording
Depreciation and amortization expense consists of amortization of capitalized software development costs, depreciation of leased assets, office fixtures, and furniture.
Current wording
Depreciation and amortization expense consists primarily of amortization of capitalized software development costs, intangible assets, depreciation of leased assets, office fixtures, and furniture.
Previous wording
Other income, net relates to interest income earned on the money market accounts and a gain resulting from the sale of leased assets for the three months ended September 30, 2025. For the nine months ended September 30, 2025, other income also includes a gain resulting from the settlement of an outstanding payable.
Current wording
Other income, net relates to interest income earned on the money market accounts and a gain resulting from the sale of leased assets for the three months ended March 31, 2026.
Previous wording
Changes in fair value of earn-out liabilities are recorded in the condensed consolidated statement 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 liability at its fair value at each reporting period.
Current wording
Changes in fair value of earn-out liabilities are recorded in the Condensed Consolidated Statement 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.
Previous wording
Interest expense incurred consists of interest accrued on revolving line of credit and convertible promissory notes issued.
Current wording
Interest expense incurred consists of interest due on the Company's revolving line of credit and convertible promissory notes issued.
Previous wording
In addition to revenue, net loss, and other results under U.S. GAAP, the following table sets forth key operating metrics we use to evaluate our Financial Technology segment. The information below represents proforma information for 2024 as if the Credova Merger closed on January 1, 2024:
Current wording
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.
Previous wording
For the three and nine months ended September 30, 2025, GMV was $11.0 million and $33.2 million, respectively, which represented an approximate change of (29)% and (27)%, respectively, as compared to the same period in 2024.
Current wording
For the three months ended March 31, 2026 and 2025, GMV - Credit was $15.1 million and $11.4 million, respectively, which represented an approximate change of 32% as compared to the same period in 2025.
Previous wording
For the nine months ended September 30, 2025, our top five merchants and platform partners represented approximately 58% of total GMV - Credit, as compared to 42% for the nine months ended September 30, 2024. GMV - Credit attributable to our largest merchant during the three months ended September 30, 2025 represented 23% of total GMV - Credit, compared to 16% for the same period in 2024. The shift in volume from our top five merchants is primarily due to the overall reductions in sales across the industry.
Current wording
For the three months ended March 31, 2026, our top five merchants and platform partners represented approximately 56% of total GMV - Credit, as compared to 58% for the three months ended March 31, 2025. GMV - Credit attributable to our largest merchant during each of the three months ended March 31, 2026 and 2025 represented 23% of total GMV - Credit. The slight decrease in concentration among our top five merchants reflect the impact of onboarding new merchants, which has diversified the overall merchant mix.
Previous wording
For the three months ended September 30, 2025 and 2024, GMV - PSQ Payments was $89.2 million and zero, respectively, which represented an approximate change of 100%, as compared to the same period in 2024. For the nine months ended September 30, 2025 and 2024, GMV - PSQ Payments was $193.4 million and zero, respectively, which represented an approximate change of 100%, as compared to the same period in 2024. PSQ Payments was launched in October 2024.
Current wording
For the three months ended March 31, 2026 and 2025, GMV - PSQ Payments was $186.2 million and $36.0 million, respectively, which represented an approximate change of 417%, as compared to the same period in 2025.
Previous wording
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, 2025 and 2024. See Part I - Financial Information - Item 1. Condensed Consolidated Financial Statements - Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (Unaudited), and Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and nine months ended September 30, 2025 and 2024 (Unaudited).
Current wording
The results of operations presented below should be reviewed in conjunction with the unaudited Condensed Consolidated Financial Statements for the three months ended March 31, 2026 and 2025 found elsewhere in this document.
Previous wording
The following table sets forth our condensed consolidated statement of operations for the three months ended September 30, 2025 and 2024, and the dollar and percentage change between the two periods:
Current wording
The following table sets forth our Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, and the dollar and percentage change between the two periods:
Previous wording
Revenues, net increased by $1.2 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase is primarily related to the launch of PSQ Payments and the addition of lease merchandise revenue, offset by a decline in loan and lease contracts sold and direct revenue.
Current wording
Revenues, net increased by $5.1 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase is primarily related to the launch of PSQ Payments, the increase in loan and lease contracts sold and the addition of lease merchandise revenue.
Previous wording
Cost of revenue (exclusive of depreciation and amortization) increased by $1.3 million, or 1284%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This is attributed to an increase of $1.3 million in transaction fees as a result of the launch of PSQ Payments.
Current wording
Cost of revenue (exclusive of depreciation and amortization) increased by $3.0 million, or 471%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily attributed to an increase in transaction fees as a result of the launch of PSQ Payments.
Previous wording
General and administrative expenses decreased by $2.3 million, or 22%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was due to the reduction in share-based compensation expense of $1.1 million, as well as $0.7 million reduction in general operating costs, and a $0.5 million reduction in other administrative costs.
Current wording
General and administrative expenses decreased by $1.6 million, or 20%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily due to the reduction in share-based compensation expense of $1.7 million, partially offset by $0.1 million of other general and administrative expenses.
Previous wording
Sales and marketing expenses decreased by $0.9 million, or 16%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease was due to a $3.0 million decrease in share-based compensation expense offset by an increase in employee compensation and benefits of $1.5 million and an increase in brand awareness costs of $0.6 million.
Current wording
Research and development expenses decreased by $0.4 million, or 39%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily due to a $0.4 million decrease in share-based compensation expense.
Previous wording
Depreciation and amortization expense increased by $1.0 million, or 133%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was related to the depreciation of leased assets of $0.5 million and the amortization of capitalized software development costs of $0.5 million.
Current wording
Depreciation and amortization expense increased by $0.9 million, or 104%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was related to the depreciation of leased assets of $0.3 million and the amortization of capitalized software development costs of $0.6 million.
Previous wording
Changes in fair value of earn-out liabilities decreased by $0.1 million and decreased by $25,000 for the three and nine months ended September 30, 2025, respectively, compared to the three and nine months ended September 30, 2024. The change was due to the fluctuation in the fair value of the earn-out liabilities at the end of the reporting period.
Current wording
Changes in fair value of earn-out liabilities decreased by $0.4 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The change was due to the fluctuation in the fair value of the earn-out liabilities at the end of the reporting period.
Previous wording
Changes in fair value of warrant liabilities decreased by $1.8 million and increased by $0.3 million for the three and nine months ended September 30, 2025, respectively, compared to the three and nine months ended September 30, 2024. The change was due to the fluctuation in the fair value of the warrant liabilities at the end of the reporting period.
Current wording
Changes in fair value of warrant liabilities decreased by $6.7 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The change was due to the fluctuation in the fair value of the warrant liabilities at the end of the reporting period.
Previous wording
Other income, net increased by $0.1 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase was due to interest income of $0.1 million earned on the money market accounts.
Current wording
Interest expense, net increased by $0.1 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase was due to the interest paid on the revolving line of credit.
Previous wording
Income tax benefit (expense) increased by an insignificant amount for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024. The increase was primarily due to state income tax.
Current wording
Income tax benefit (expense) decreased by an insignificant amount for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily related to state income tax.
Previous wording
Historically, our primary sources of liquidity have been funds from financing activities. We have reported net losses of $24.8 million and $36.9 million for the nine months ended September 30, 2025 and 2024, respectively, and had negative cash flows from operations of $17.4 million and $27.1 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, the Company had aggregate unrestricted cash and cash equivalents of $10.6 million and $33.6 million and net working capital of $18.5 million and $38.2 million, respectively.
Current wording
Historically, our primary sources of liquidity have been funds from financing activities. We have reported net losses of $6.5 million and $4.4 million for the three months ended March 31, 2026 and 2025, respectively, and had negative cash flows from operations of $4.1 million and $6.4 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the Company had aggregate unrestricted cash and cash equivalents of $10.1 million and $14.6 million and net working capital of $11.2 million and $16.1 million, respectively.
Previous wording
We believe that through our existing cash and cash equivalents along with anticipated cash received from the sale of the Marketplace and Brands segments, the Company will be able to fund operations and capital needs for the next year from the date these condensed consolidated financial statements were available to be issued. The Company also has access 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, up to an aggregate offering price of $50.0 million
Current wording
The Company believes its existing cash and cash equivalents, together with anticipated cash proceeds from the planned 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 of 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 $48.8 million in shares remaining available for issuance and sale under the program as of March 31, 2026.
Previous wording
Our future capital requirements will depend on many factors including our revenue growth rate and the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, we may need to raise additional financing. While there can be no assurances, the Company may need to pursue additional equity raises and debt rounds of financing. If additional financing is required from outside sources, we may not be able to raise it on terms acceptable to the Company or at all. If we are unable to raise additional capital when desired, our business, results of operations and financial condition would be materially and adversely affected.
Current wording
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 issuances of additional equity raises and debt rounds of 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.
Previous wording
Comparison of the Nine Months Ended September 30, 2025 and 2024
Current wording
Comparison of the Three Months Ended March 31, 2026 and 2025
Previous wording
Net cash used in operating activities for the nine months ended September 30, 2025 was $17.4 million compared to $27.1 million used in operating activities for the nine months ended September 30, 2024. The decrease in cash used in operating activities was due primarily to a decrease of $12.2 million in net loss, offset by a decrease in fair value of warrant liabilities of $0.3 million, an increase in the net cash used by operating assets and liabilities of $4.5 million and a decrease of $6.6 million in non-cash related expenses.
Current wording
Net cash used in operating activities for the three months ended March 31, 2026 was $4.1 million compared to $6.4 million for the three months ended March 31, 2025. The decrease in cash used in operating activities was due primarily to an increase of $2.0 million in net loss, offset by a decrease in fair value of warrant liabilities of $6.7 million, a decrease in fair value of earn-out liabilities of $0.4 million, a decrease in the net cash used by operating assets and liabilities of $0.6 million and a decrease of $2.3 million in non-cash related expenses.
Previous wording
Net cash used in investing activities for the nine months ended September 30, 2025 was $7.7 million compared to $0.9 million net cash used in investing activities for the nine months ended September 30, 2024. Net cash used in investing activities for the nine months ended September 30, 2025 primarily related to $3.4 million of additions to lease merchandise, $2.3 million of software development costs, $0.5 million of licensing purchases and $1.5 million of net decrease in loans held for investment. Net cash used in investing activities for the nine months ended September 30, 2024 primarily related to $2.8 million of software development costs partially offset by an increase of $1.7 million of net loans held for investment.
Current wording
Net cash used in investing activities for the three months ended March 31, 2026 was $1.4 million compared to $1.8 million net cash used in investing activities for the three months ended March 31, 2025. Net cash used in investing activities for the three months ended March 31, 2026 primarily related to $0.2 million of reductions to lease merchandise offset by $0.7 million of software development costs and $0.9 million of net decrease in loans held for investment. Net cash used in investing activities for the three months ended March 31, 2025 primarily related to $0.7 million of software development costs and $1.1 million of additions to lease merchandise.
Previous wording
Net Cash Provided by Financing Activities
Current wording
Net Cash Provided by (Used in) Financing Activities
Previous wording
Net cash provided by financing activities for the nine months ended September 30, 2025 was $0.8 million compared to $17.3 million provided by financing activities for the nine months ended September 30, 2024. The decrease was due to a decrease in raised capital of $20.0 million partially offset by an increase of $3.0 million in the revolving line of credit balance and an increase of $0.5 million related to taxes paid on vesting of employee RSUs.
Current wording
Net cash provided by/(used in) financing activities for the three months ended March 31, 2026 was $1.2 million compared to $0.1 million used in financing activities for the three months ended March 31, 2025. The increase was primarily due to an increase of $1.3 million in the revolving line of credit balance.
Previous wording
We prepare our consolidated financial statements in accordance with GAAP. The preparation of 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.
Current wording
We prepare our 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.
Previous wording
The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect the amounts reported in those 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, 2025 included elsewhere in this report. There were no material changes in the Company's critical accounting policies and estimates during the nine months ended September 30, 2025. For a description of the Company's critical accounting policies, estimates and assumptions used in preparation of the Company's financial statements included in Part II. Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
Current wording
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 three-month period ended March 31, 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 three months ended March 31, 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.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Changes in fair value of warrant liabilities are recorded in the condensed consolidated statement of operations. The warrant 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 warrant liabilities at its fair value at each reporting period.
Previous report — wording carried elsewhere
The following table sets forth our condensed consolidated statement of operations for the nine months ended September 30, 2025 and 2024, and the dollar and percentage change between the two periods:
Previous report — wording carried elsewhere
Revenues, net increased by $4.3 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase is primarily related to the launch of PSQ Payments and the addition of lease merchandise revenue, offset by a decline in loan and lease contracts sold and direct revenue.