PSQ Holdings, Inc.
For the period ended Jun 30, 2026. Filed Aug 4, 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.
Jun 30, 2026 · Filed Aug 4, 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 2026-03-31; filed 2026-05-07.
0001847064-26-000010
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0001847064-26-000014
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 134 previous paragraphs and 143 current paragraphs.
82 unchanged; 38 reworded; 20 added; 14 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 6 previous and 9 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 (20)
Current report
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 is expected to close by September 30, 2026, subject to customary closing conditions.
Current report
Reverse Stock Split
Current report
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.
Current report
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").
Current report
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 55.33336 fractional shares payable in cash totaling $267.
Current report
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.
Current report
On June 1, 2026, the Company announced that Nicholas Ayers would not be renominated to the PSQ Holdings' Board at the Company's 2026 Annual Meeting of Stockholders and James Celli would be nominated to serve as an independent director. Mr. Celli has two decades of experience building and exiting high-growth companies across fintech, consumer finance, IT, and logistics. He was the founder and CEO of LoanPaymentPro, a specialized payment processor and acquirer.
Current report
During the Annual Meeting of Stockholders on July 9, 2026, James Celli's nomination to the Company's Board was approved.
Current report
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. 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 commence delisting proceedings. 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.
Current report
For the six months ended June 30, 2026 and 2025, GMV - Credit was $29.2 million and $22.1 million respectively, which represented an approximate change of 32% as compared to the same period in 2025.
Current report
For the three months ended June 30, 2026 and 2025, GMV - PSQ Payments was $172.5 million and $68.2 million, respectively, which represented an approximate change of 153%, as compared to the same period in 2025.
Current report
For the six months ended June 30, 2026 and 2025, GMV - PSQ Payments was $374.3 million and $104.2 million, respectively, which represented an approximate change of 259% as compared to the same period in 2025.
Current report
General and administrative expenses increased by $1.9 million, or 50%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily due to a $2.2 million increase in share based compensation, driven by a one-time non-cash reversal of share-based compensation following the Chief Financial Officer transition in June 2025. This is offset by a $0.3 million decrease in other general and administrative expenses.
Current report
General and administrative expenses increased by $0.2 million or 2% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to an increase in share-based compensation of $0.5 million, offset by a $0.3 million decrease in other general and administrative expenses.
Current report
Sales and marketing expenses decreased $0.7 million, or 44%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease is primarily due to a $0.5 million decrease in share-based compensation coupled with a decrease in other sales and marketing expenses.
Current report
Sales and marketing expenses decreased $0.6 million or 20% or the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily due to an decrease in share-based compensation of $0.7 million, partially offset by a slight increase in other sales and marketing expenses.
Current report
Research and development expenses decreased $0.6 million or 30% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily due to a $0.7 million decrease in share-based compensation expense, partially offset by an increase of $0.1 million in employee compensation, primarily driven by capitalization levels.
Current report
Depreciation and amortization expense increased by $1.3 million or 57%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was due to the amortization of capitalized software development costs of $1.3 million.
Current report
Other expense, net increased by $0.5 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily due to a decrease in interest income earned on the money market accounts due to lower average balances.
Current report
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 is expected to close by September 30, 2026, subject to customary closing conditions.
Removed paragraphs (14)
Previous 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.
Previous 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:
Previous report
•Michael Seifert stepped down as Chairman of the Board.
Previous report
•Dusty Wunderlich was named Chairman of the Board and has stepped down as Chief Strategy Officer of the Company.
Previous report
•Blake Masters was appointed Lead Independent Board Director and will provide independent oversight and serve as liaison between the Board and management.
Previous report
•Michael Perkins was appointed Chief Operating Officer.
Previous 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.
Previous 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.
Previous 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.
Previous report
Second Amended and Restated Loan and Security Agreement
Previous 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.
Previous report
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 report
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 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.
Reworded paragraphs (38)
Previous wording
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 financial performance, our ability to raise additional funds, and any other statements that are not statements of current or historical facts.
Current wording
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 comply 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.
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, 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.
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, 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.
Previous wording
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 wording
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.
Previous wording
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 wording
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.
Previous wording
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 wording
During the three months ended June 30, 2026 and 2025, our net loss was $5.6 million and $8.4 million, respectively, a decrease of $2.7 million, primarily due to an increase in revenues of $3.7 million, an increase in the change in fair value of the earnout liabilities of $0.5 million and decrease in loss from discontinued operations of $2.5 million, partially offset by an increase in total costs and expenses of $3.3 million, decrease in the change in fair value of the warrant liabilities of $0.1 million, and increase in interest and other expenses of $0.6 million.
Previous wording
For a description of our revenue recognition policies, see Note 3, Summary of Significant Accounting Policies, in our unaudited condensed consolidated financial statements.
Current wording
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.
Previous 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.
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 cost-saving measures, we expect sales and marketing expenses will decrease 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.
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 March 31, 2026.
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 each of the three and six months ended June 30, 2026.
Previous wording
We measure GMV to assess the volume of transactions that take place on our platform. We define GMV 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.
Current wording
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.
Previous 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.
Current wording
For the three months ended June 30, 2026 and 2025, GMV - Credit was $14.1 million and $10.7 million, respectively, which represented an approximate change of 32% as compared to the same period in 2025.
Previous 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.
Current wording
For the six months ended June 30, 2026, our top five merchants and platform partners represented approximately 56% of total GMV - Credit, as compared to 58% for the six months ended June 30, 2025. Total GMV - Credit attributable to our largest merchant during each of the six months ended June 30, 2026 and 2025 was 24%. 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
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 wording
Industry conditions showed signs of improvement 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 on a year-over-year basis in each month of the second quarter of 2026. While this 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.
Previous wording
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 wording
For the six months ended June 30, 2026, our top three merchants accounted for approximately 78% of total GMV – PSQ Payments, with our largest merchant representing 35%. 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 2025 GMV - PSQ Payments breakdown by merchant is not beneficial to provide.
Previous wording
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 wording
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.
Previous wording
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 wording
For the three and six months ended June 30, 2026, total FTEs were 36 compared to 72 for the three and six months ended June 30, 2025. The year-over-year increase is driven by a 136% increase in revenue growth coupled with a 50% decrease in headcount.
Previous 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.
Current wording
The results of operations presented below should be reviewed in conjunction with the unaudited Condensed Consolidated Financial Statements for the three and six months ended June 30, 2026 and 2025 found elsewhere in this report.
Previous 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:
Current wording
The following tables sets forth our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025, and the dollar and percentage change between the two periods:
Previous 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.
Current wording
Revenues, net increased by $3.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and increased by $8.8 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increases are primarily related to the launch of PSQ Payments, the increase in loan and lease contracts sold and an increase in the interest income and retailer discount revenues.
Previous 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.
Current wording
Cost of revenue (exclusive of depreciation and amortization) increased by $2.0 million, or 186%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, and $4.9 million or 293% for the six months ended June 30, 2026 and 2025. This is primarily attributed to an increase in transaction fees as a result of the launch of PSQ Payments and PSQ Impact.
Previous 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.
Current wording
Research and development expenses decreased by $0.2 million, or 20%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily due to a $0.3 million decrease in share-based compensation expense, partially offset by an increase of $0.1 million in employee compensation, primarily driven by capitalization levels.
Previous 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.
Current wording
Depreciation and amortization expense increased by $0.3 million, or 25%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily due to the amortization of capitalized software development costs of $0.7 million, partially offset by a decrease in leased asset depreciation of $0.3 million.
Previous wording
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 wording
Other expense, net increased by $0.9 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by a $0.7 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.
Previous 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.
Current wording
Changes in fair value of earn-out liabilities decreased by $0.5 million and $0.1 million, respectively, for the three and six months ended June 30, 2026, respectively, compared to the three and six months ended June 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.
Previous 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.
Current wording
Changes in fair value of warrant liabilities decreased by $0.1 million and $6.8 million, respectively, for the three and six months ended June 30, 2026, respectively, compared to the three and six months ended June 30, 2025. The change was due to the fluctuation in the fair value of the warrant liabilities at the end of each reporting period.
Previous 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.
Current wording
Interest expense, net increased by $0.1 million and $0.2 million for each of the three and six months ended June 30, 2026, respectively, compared to the three and six months ended June 30, 2025. The increase was due to the interest paid on the revolving line of credit.
Previous 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.
Current wording
Income tax benefit (expense) changed by an insignificant amount for each of the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. The change 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 $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.
Current wording
Historically, our primary sources of liquidity have been funds from financing activities. We have reported net losses of $12.1 million and $12.8 million for the six months ended June 30, 2026 and 2025, respectively, and had negative cash flows from operations of $6.5 million and $11.3 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the Company had aggregate unrestricted cash and cash equivalents of $6.7 million and $14.6 million and net working capital of $7.5 million and $16.1 million, respectively.
Previous 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.
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 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 June 30, 2026.
Previous wording
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 wording
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 50% which occurred from September 2025 through June 2026. In addition, the Company is working to terminate and or reduce contractor and consulting agreements. These executed and planned reductions that started in quarter four of 2025 are expected to result in annualized cash savings of approximately $8.0 million. As of June 30, 2026, the Company had achieved $9.9 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.
Previous wording
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.
Current wording
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. These developments are expected to contribute to future revenue growth; however, the timing and magnitude of any related cash inflows may vary.
Previous wording
Comparison of the Three Months Ended March 31, 2026 and 2025
Current wording
Comparison of the Six Months Ended June 30, 2026 and 2025
Previous wording
The following table shows our cash flows for both continuing and discontinuing operations used in operating activities, investing activities and financing activities for the stated periods:
Current wording
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:
Previous 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.
Current wording
Net cash used in operating activities for the six months ended June 30, 2026 was $6.5 million compared to $11.3 million for the six months ended June 30, 2025. The decrease in cash used in operating activities was due primarily to an decrease of $0.7 million in net loss, and a decrease in fair value of warrant liabilities of $6.8 million, partially offset by an increase in the net cash used by operating assets and liabilities of $1.7 million and a decrease of $1.0 million in non-cash related expenses.
Previous 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.
Current wording
Net cash used in investing activities for the six months ended June 30, 2026 was $2.7 million compared to $4.7 million for the six months ended June 30, 2025. Net cash used in investing activities for the six months ended June 30, 2026 primarily related to $1.9 million of net decrease in loans held for investment and $1.2 million of software development costs, partially offset by $0.4 million of reductions to lease merchandise. Net cash used in investing activities for the six months ended June 30, 2025 primarily related to $1.5 million of software development costs and $2.2 million of additions to lease merchandise, $0.5 million of loans held for investment and $0.5 million of purchased licenses.
Previous wording
Net Cash Provided by (Used in) Financing Activities
Current wording
Net Cash Provided by Financing Activities
Previous 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.
Current wording
Net cash provided by financing activities for the six months ended June 30, 2026 was $1.4 million compared to $0.3 million for the six months ended June 30, 2025. The increase was primarily due to an increase of $0.9 million in the revolving line of credit balance, a reduction of $0.3 million related to stock issuance costs, offset by a reduction of $0.1 million in proceeds from issuing stock at-the-market offering.
Previous wording
For the periods presented, we define non-GAAP operating loss as GAAP operating loss, adjusted to exclude, as applicable, certain expenses as presented in the table below:
Current wording
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:
Previous 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.
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 six-month period ended June 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 six months ended June 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.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
We define GMV - PSQ Payments as the total dollar amount of all transactions processed by our merchant partners during the applicable period.
Current report — wording carried from elsewhere
For each of the three months ended June 30, 2026 and 2025, our top five merchants and platform partners represented approximately 56% of total GMV - Credit. Total GMV - Credit attributable to our largest merchant during each of the three months ended June 30, 2026 and 2025 was 24%.
Current report — wording carried from elsewhere
For the three months ended June 30, 2026, our top three merchants accounted for approximately 83% of total GMV - PSQ Payments, with our largest merchant representing 35%.