PSQ Holdings, Inc.

Note 1 —Organization and Business Operations

PSQ Holdings, Inc. (collectively "PSQH", or the "Company") is a financial technology company. Historically, the Company operated through three segments: Financial Technology, Marketplace, and Brands ("Financial Technology", "Marketplace", and "Brands"). In August 2025, the Company determined the Marketplace and Brands segments met the criteria for discontinued operations. Accordingly, the results of those segments have been reported as discontinued operations in the accompanying Unaudited Condensed Consolidated Financial Statements.

The Company now operates as a single reportable segment, Financial Technology ("FinTech"). The Financial Technology segment consists ofthree operating segments. See Note 15 — Segments for additional information on the operating segments.

•PSQ Payments, which provides payment processing services, including debit card, credit card, and automated clearing house ("ACH") transactions;

•Credova, which provides consumer financing solutions, including installment loans, “Buy Now, Pay Later” products, and lease-based offerings; and

•PSQ Impact, which provides a payments and fundraising platform serving nonprofit organizations and political campaigns.

Shares of the Company are listed on the New York Stock Exchange and trade under the symbol “NYSE:PSQH”, and public warrants are listed under the symbol "NYSE:PSQH.WS".

Credova Merger

On March 13, 2024, the Company entered into an agreement and plan of merger (the “Credova Merger Agreement”) with Cello Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary (“Merger Sub”) of the Company, Credova Holdings, Inc., a Delaware corporation (“Credova”), and Samuel L. Paul, in the capacity as the Seller Representative in accordance with the terms of the Credova Merger Agreement (“Credova Merger”).

Reverse Stock Split

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.

On July 9, 2026, the Board determined to effect the reverse stock split of the Class A Common Stock at a 1-for-15 ratio (the "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.

Impact of the Reverse Stock Split

The impact of the Reverse Stock Split was applied retroactively for all periods presented in accordance with applicable guidance. Therefore, some period amounts are different from those previously reported.

The following tables illustrate changes in the number of shares of Class A Common Stock, stockholders' equity attributable to the Class A Common Stock, and additional paid-in capital, as previously reported prior to, and adjusted subsequent to, the Reverse Stock Split, for the following prior periods:

The following tables illustrates changes in loss per share and weighted average shares outstanding, as previously reported prior to, and adjusted subsequent to, the Reverse Stock Split, for the following prior periods:

Note 2 —Liquidity

The Company's Unaudited Condensed Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Historically, the Company’s primary sources of liquidity have been funds from financing activities. The Company 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.

For the six months ended June 30, 2026, the Company paid approximately $1.4 million of non-recurring costs during the period, including $0.5 million of severance expenses. The Company also paid $0.4 million of costs associated with annual obligations.

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. 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.

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.

In addition, the Company has access to an at-the-market 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 under the program as of June 30, 2026.

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.

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.

Note 3 —Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in consolidated financial statements in accordance with U.S. GAAP have been omitted. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

All significant intercompany balances and transactions have been eliminated in consolidation.

The condensed consolidated balance sheet at December 31, 2025 has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 which was filed with the SEC on March 17, 2026.

During the third quarter of 2025, management committed to a plan to divest the Company's Brands and Marketplace segments to focus on core FinTech operations. As of September 30, 2025, both segments met held-for-sale and discontinued operations criteria. As of December 31, 2025, the Marketplace segment no longer met held-for-sale criteria and was reclassified as held for use. The Company recorded a $3.6 million impairment loss on Marketplace capitalized software assets during the fourth quarter of 2025. Despite this reclassification, the exit of the Marketplace segment continues to be presented as discontinued operations for the three and six months ended June 30, 2026 and 2025. The Brands segment continues to meet held-for-sale and discontinued operations as of June 30, 2026, with its assets and liabilities classified as held for sale and results reported as discontinued operations.

Unless otherwise noted, discussion within these notes to the Unaudited Condensed Consolidated Financial Statements relates to continuing operations. See Note 4 — Discontinued Operations for additional information about discontinued operations.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Estimates are adjusted to reflect actual experience when necessary. Such estimates include, but are not limited to, lease merchandise and related depreciation method, impairments, loans held for sale and related credit losses, fair values of net assets acquired, fair values of net assets held for sale, revenue recognition, loss on loan purchase commitment, discount on self-originated loans, future cash flows associated with impairment testing for goodwill, indefinite-lived intangible assets, and other long-lived assets, estimates related to useful lives of capitalized software, estimation of contingencies, recoverability of deferred tax assets, the incremental borrowing rate applied to lease accounting, valuation of earn out liabilities and warrant liabilities, and estimation of income taxes. These estimates, judgments, and assumptions are reviewed periodically and the impact of any revisions are reflected in the consolidated financial statements in the period in which such revisions are made. Actual results could differ materially from those estimates, judgments, or assumptions, and such differences could be material to the Company’s condensed consolidated financial position and results of operations.

Concentration of Risks

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents, and accounts receivable. Cash balances may exceed the FDIC insurance limit of $250,000. The Company has not experienced any losses in such accounts.

For the three months ended June 30, 2026, one customer accounted for 14% of the Company’s revenue. For the three months ended June 30, 2025, one customer accounted for 22% of the Company’s revenue. For the six months ended June 30, 2026, one customer accounted for 27% while another accounted for 14% of the Company's revenue. For the six months ended June 30, 2025, one customer accounted for 26%.

As of June 30, 2026, one customer and one payment processing partner (acting in an agent capacity with respect to certain payment transactions) accounted for 85% of the Company’s accounts receivable. As of December 31, 2025, one customer and two payment processing partners (acting in an agent capacity with respect to certain payment transactions) accounted for 94% of the Company’s accounts receivable.

Summary of Significant Accounting Policies

The Company's significant accounting policies are discussed in Note 3 - Summary of Significant Accounting Policies within the notes to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to these policies during the six months ended June 30, 2026.

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

In July 2025, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets("ASU 2025-05"). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers("ASC 606"). Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years. Entities that elect the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The Company adopted ASU 2025-05 beginning January 1, 2026. The adoption of ASU 2025-05 did not have a material impact on the Company's Unaudited Condensed Consolidated Financial Statements and related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses("ASU 2024-03"), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date("ASU 2025-01"). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its Unaudited Condensed Consolidated Financial Statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06") which amends the guidance in ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. The amendments in ASU 2025-06 are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The amendments in ASU 2025-06 permit entities to use either 1) a prospective transition approach, 2) a modified transition approach, or 3) a retrospective transition approach. The Company is currently evaluating the impact of ASU 2025-06 on the Unaudited Condensed Consolidated Financial Statements.

In November 2025, the FASB issued ASU No. 2025-08, Financial instruments – Credit Losses (Topic 326): Purchased Loans ("ASU 2025-08"), which amends the guidance in ASC 326 on the accounting for certain purchased loans. Under ASU 2025-08, entities must account for acquired loans (excluding credit cards) that meet certain criteria at acquisition (purchased seasoned loans) by recognizing them at their purchase price plus an allowance for expected credit losses (gross-up approach). Purchased seasoned loans are defined as either: (1) non-purchased credit deteriorated ("PCD") loans that are obtained in a business combination, or (2) non-PCD loans that (a) are obtained in an asset acquisition or upon consolidation of a variable interest entity that is not a business and (b) are acquired more than 90 days after their origination date by a transferee that was not involved in their origination. ASU 2025-08 also introduces an accounting policy election related to the subsequent measurement of expected credit losses for entities that use a method other than a discounted cash flow analysis to estimate credit losses on purchased seasoned loans. If this accounting policy is elected, entities can use the amortized cost basis of the asset to subsequently measure their credit loss allowance. ASU 2025-08 is effective for interim and annual reporting periods beginning after December 15, 2026. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance. The Company is currently assessing the impact of ASU 2025-08 on its Unaudited Condensed Consolidated Financial Statements and disclosures.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”). ASU 2025-11 is intended to update the guidance in Topic 270 by improving navigability of the required interim disclosures, clarifying when that guidance is applicable and adding a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 will be effective for the interim reporting periods within annual reporting periods beginning after December 15, 2027, with the option to early adopt at any time prior to the effective date and should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of ASU 2025-11 on its Unaudited Condensed Consolidated Financial Statements and disclosures.

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements ("ASU 2025-12"). ASU 2025-12 adds clarification, corrects errors, or makes minor improvements. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual reporting period and adoption can be applied prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2025-12 on its Unaudited Condensed Consolidated Financial Statements and disclosures.

Note 4 —Discontinued Operations

In August 2025, the Company announced its plan to monetize the Brands segment through the sale of EveryLife and its Marketplace segment through a sale or by strategically repurposing its intellectual property to enhance its Financial Technology offerings. During the third quarter of 2025, the Company evaluated each divestiture individually and determined each represented a strategic shift and met held-for-sale and discontinued operations accounting criteria. Accordingly, the Company began to separately report the results of these segments as discontinued operations in its Condensed Consolidated Statements of Operations and presented the related assets and liabilities as held for sale in its Condensed Consolidated Balance Sheets.

Subsequent to September 30, 2025, the Company reassessed its plan to sell the Marketplace segment based on updated market conditions and expected transaction economics. As of December 31, 2025, the Company determined that the Marketplace disposal group no longer met the criteria for classification as held for sale. Accordingly, the Marketplace assets were reclassified as held for use in accordance with ASC 360-10 and evaluated for recoverability. As a result of this evaluation, the Company recorded an impairment loss of $3.6 million during the fourth quarter of 2025 to write off the remaining carrying value of the Marketplace capitalized software asset. The Marketplace assets are no longer presented as held for sale in the Consolidated Balance Sheets as of December 31, 2025. The exit of the Marketplace segment continues to be presented as discontinued operations, as it represents a strategic shift that has a major effect on the Company’s operations and financial results.

As of June 30, 2026, the Brands segment continues to meet the held-for-sale and discontinued operations accounting criteria. 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.

The assets and liabilities of the Brands segment continue to be presented as held for sale in the Condensed Consolidated Balance Sheets. The results of both the Marketplace and Brands segments are reported in the “Loss from discontinued operations, net of tax” line in the Condensed Consolidated Statements of Operations.

The following table summarizes the key components of the operating results of the discontinued operations within the Condensed Consolidated Statements of Operations for the three months ended June 30, 2026 and 2025:

The following table summarizes the key components of the operating results of the discontinued operations within the Condensed Consolidated Statements of Operations for the six months ended June 30, 2026 and 2025:

Assets and liabilities of segments classified as held for sale in the Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, consist of the following:

The cash flows from discontinued operations have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows.

Note 5 —Acquisitions

Asset Acquisition

In April 2025, the Company acquired certain software assets and intellectual property that it intends to use to enhance the Company’s payments service offerings for total consideration of $5.1 million. The acquisition did not qualify as a business combination and, as a result, was accounted for as an asset acquisition as the fair value of the gross assets acquired was primarily related to a single asset. Since this acquisition was accounted for as an asset purchase, the cost of a group of assets acquired in an asset acquisition shall be allocated to the individual assets acquired or liabilities assumed based on their relative fair values and shall not give rise to goodwill.

The intellectual property, valued at $5.1 million, represents developed software which will enable the Company to expand the sectors it serves with its payment processing services. The consideration paid by the Company was 133,333 shares (2,000,000 prior to the Reverse Stock Split) of the Company’s Class A Common Stock and potential earn-out payments of up to $1.3 million, valued at $0.6 million at the acquisition date, reflecting an aggregate purchase price of $5.1 million.

As of June 30, 2026, the Company determined the earn-out payments were not probable prior to the expiration of the earn-out period on December 31, 2026. As a result, the Company remeasured the earn-out liability to its estimated fair value ofzero as of June 30, 2026, resulting in a gain of $0.5 million. The Company also evaluated the underlying asset and determined there was no impairment as of June 30, 2026.

Note 6 —Goodwill and Intangible Assets, Net

Goodwill as of June 30, 2026 and December 31, 2025 was $10.9 million, which resulted from the Credova Merger and is included in the Financial Technology segment.

The following table summarizes intangible assets, net:

Amortization expenses were approximately $1.5 million and $0.8 million for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, amortization expenses were approximately $3.0 million and $1.6 million, respectively.

As of June 30, 2026, estimated future amortization expense is expected as follows:

Note 7 —Loans Held for Investment, Net

The amortized cost basis of the Company's loans held for investment by delinquency status as of June 30, 2026:

The amortized cost basis of the Company's loans held for investment by delinquency status as of December 31, 2025:

These loans have a variety of lending terms and have original maturities ranging from six weeks to 60 months. Because the Company’s loan portfolio focuses on unsecured installment loans, the Company evaluates the portfolio as a single homogeneous loan portfolio and performs further analysis by product type as needed.

The Company closely monitors credit quality for its loans held for investment to manage and evaluate exposure to credit risk. Credit risk management begins with initial underwriting, where a consumer is assessed based on the Company’s underwriting and credit policy. This includes Know Your Customer identification, traditional credit scoring models, and various Fair Credit Reporting Act permissible consumer credit and risk data. Credit quality is monitored subsequent to underwriting based on performance metrics that include, but are not limited to, delinquency and default metrics.

The Company uses proprietary forecasting combining Austrian Business Cycle Theory with real-time data to help detect economic inflection points earlier than using past behavior alone. This forecasting approach helps mitigate issues commonly attributed to behavior-driven credit scores. The Company's forecasting directly shapes underwriting, lending and risk strategies, delivering resilient, future-ready financial tools to merchants and their customers.

The Company evaluates the credit risk of its portfolio by grouping it into four buckets that range from A to D, with receivables having an “A” rating representing the highest credit quality and lowest likelihood of loss. As part of the Company’s credit risk management activities, on an ongoing basis, the Company assesses overall credit quality by reviewing information related to the performance of a customer’s account with the Company, including delinquency information.

The following tables present an analysis of the credit quality of the amortized cost basis excluding accrued interest receivable, by calendar year of origination on loans held for investment as of June 30, 2026 and December 31, 2025:

The following tables summarize the balances of and changes in allowance for credit losses on loans held for investment as of June 30, 2026 and December 31, 2025:

Note 8 —Lease Merchandise, Net

The Company's lease merchandise, net of accumulated depreciation as of June 30, 2026 and December 31, 2025 is as follows:

Depreciation expense on lease merchandise for the three and six months ended June 30, 2026 was $0.2 million and $0.6 million, respectively. Depreciation expense on lease merchandise for the three and six months ended June 30, 2025 was $0.5 million and $0.6 million, respectively.

A loss on the disposal of leased merchandise for the three and six months ended June 30, 2026 was $0.1 million and $0.2 million, respectively. There wasno gain or loss on leased merchandise during the three and six months ended June 30, 2025.

The Company recognized a recovery on leased merchandise of $17,636 and $69,327, respectively, for the three and six months ended June 30, 2026, respectively and this recovery is included in general and administrative expenses in the Condensed Consolidated Statements of Operations. There wasno impairment or recovery on leased merchandise during the three and six months ended June 30, 2025.

The Company's merchandise on operating leases consisted mostly of sporting goods during the three and six months ended June 30, 2026. All of the Company's customer agreements are considered operating leases, and the Company currently does not have any sales-type or direct financing leases.

Note 9 —Revolving Line of Credit

The Company assumed a $10.0 million revolving loan with a finance company through the Credova Merger. 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. The line of credit will bear interest at an annual rate of 14.5% with a minimum interest requirement. The borrowing base is set at 89% of the unpaid principal balance of pledged receivables that are no more than 60 days past due. The amendment contains customary covenants, trigger events, representations and warranties. Certain assets at Credova are assigned as collateral.

The revolving line of credit maturity date is subsequent to the revolving period, which is the earlier of: (a) nine months following the funding termination date of July 31, 2027 and (b) the remittance date on which the aggregate outstanding advances are $1.0 million or below.

Monthly remittance remains in effect with a borrowing base calculation. During the amortization period, the Company will repay the aggregate outstanding advances until such aggregate outstanding advances do not exceed the borrowing base, and then 100% of the remaining collections until the aggregate outstanding advances have been reduced to zero.

As of June 30, 2026 and December 31, 2025, the outstanding advances under this revolving loan totaled $7.3 million and $6.2 million, respectively.

Note 10 —Convertible Promissory Notes

Promissory Note Exchange

Prior to the execution of the Credova Merger Agreement, Credova, PSQ Holdings, Inc. and certain holders of outstanding subordinated notes (“Subdebt Notes”) issued by Credova (the “Participating Noteholders”) entered into a Note Exchange Agreement (the “Note Exchange Agreement”) pursuant to which, immediately prior to the closing of the transactions contemplated by the Credova Merger Agreement (the "Credova Closing"), the Participating Noteholders delivered their Subdebt Notes of Credova for cancellation, in exchange for newly-issued replacement notes issued by PSQ Holdings, Inc., convertible into shares of Class A Common Stock (the “Replacement Notes”). The Replacement Notes accrue simple interest at 9.75% per annum and have 10-year maturity dates.

Pursuant to the terms of the Replacement Notes, at any time after the closing of the transactions contemplated by the Credova Closing, Participating Noteholders could have elected to convert their Replacement Notes into a number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the outstanding principal amount of the Replacement Note to be converted plus accrued and unpaid interest by (y)69.54615 (4.63641 prior to the Reverse Stock Split), subject to adjustment for stock splits and other similar transactions (the “Conversion Price”). At any time, the Company may call the Replacement Notes for a cash amount equal to accrued interest plus then outstanding principal amount of the Replacement Note. Further, the Replacement Notes permit the Company, in its discretion, to require conversion of the Replacement Notes into shares of Class A Common Stock if the daily volume-weighted average trading price of the Company Class A Common Stock exceeds 140% of the Conversion Price on each of at least 10 consecutive trading days during the 20 trading day period prior to notice of such required conversion. The Company determined the embedded derivatives did not require bifurcation.

Credova Subdebt Notes not exchanged for Replacement Notes at the Credova Closing were canceled following payment in full in cash.

As of June 30, 2026 and December 31, 2025, the convertible promissory notes payable was $8.4 million.

Convertible Promissory Notes – Related Party

In March 2024, the Company entered into a note purchase agreement for a 9.75% private placement convertible note for $10.0 million invested by a Board member and his affiliates. Terms for the note were priced based on notes exchanged as part of the Credova Merger described above.

In August 2024, the Company entered into an agreement for a $10.0 million convertible note in a private placement with a Board member and affiliates. The note has identical terms to the notes offered in March 2024.

Note 11 —Related Parties

In August 2024, the Company entered into a strategic consulting agreement with an individual who was appointed to the Board in December 2024. The individual was engaged by the Company to provide strategic advice and assistance with partnership development and marketing leadership for a fixed fee of $42,000 per month plus 6,666 (100,000 prior to the Reverse Stock Split) which vestedone year from the grant date. Following the leadership change in January 2026, this engagement was put on hold. During the three and six months ended June 30, 2026, the Company incurred $42,000, all of which was accrued. The Company also paid $42,000 during the period, which related to a December 2025 invoice. During the three and six months ended June 30, 2025, the Company expensed $0.1 million and $0.3 million, respectively and paid $0.2 million and $0.2 million, respectively.

See Note 10 — Convertible Promissory Notes– Convertible Promissory Notes – Related Party for discussion of the Company's other Related Party arrangements.

Note 12 —Share-based Compensation

On July 25, 2023, the Board of the Company approved the PSQ Holdings, Inc. 2023 Stock Incentive Plan (the “Plan”) as well as the 2023 Employee Stock Purchase Plan (the "ESPP”), whereby it may grant to certain employees, consultants and advisors certain equity awards of the Company, including (a) incentive stock options, (b) non-qualified stock options, (c) restricted stock and (d) RSUs, of the Company. On July 9, 2026, the Company's stockholders approved the PSQ Holdings, Inc. Amended and Restated Stock Incentive Plan (the "Amended Plan"), which increased the number of shares available under the Plan by an additional 66,666 (1,000,000 prior to the Reverse Stock Split) shares, added provisions for performance-based awards, and made other clarifying updates.

Amended and Restated 2023 Stock Incentive Plan

Awards may be made under the Amended Plan for up to such number of shares of Class A Common Stock of the Company as is equal to the sum of:

(A)759,680 shares of Class A Common Stock.

(B)an annual increase to be added on the first day of each fiscal year, commencing on January 1, 2027 and continuing for each fiscal year until, and including, January 1, 2033, equal to the lesser of (i)5% of the outstanding shares of all classes of Company Common Stock on such date and (ii) the number of shares of Class A Common Stock determined by the Board.

2023 Employee Stock Purchase Plan

The ESPP provides eligible employees opportunities to purchase shares of the Company’s Class A Common Stock. For this purpose, the Board approved 40,000 shares (600,000 prior to the Reverse Stock Split) of Class A Common Stock, plus an annual increase to be added on the first day of each fiscal year, commencing on January 1, 2024 and continuing for each fiscal year until, and including, January 1, 2033, equal to the least of (i)28,333 shares (425,000 prior to the Reverse Stock Split) of Class A Common Stock, (ii)5% of the outstanding shares of all classes of Company common stock, $0.0001 par value per share, on such date and (iii) a number of shares of Class A Common Stock determined by the Board.

Restricted Stock Units

During the six months ended June 30, 2026, and 2025, the Company issued RSUs under the 2023 Stock Incentive Plan to employees, advisors, and members of the Board. Each RSU entitles the recipient to one share of the Company's Class A Common Stock upon vesting. The Company measures the fair value of RSUs using the stock price on the date of grant.

Share-based compensation expense for RSUs is recorded ratably over their vesting period.

A summary of the activity with respect to, and status of, RSUs during the three and six-month periods ended June 30, 2026 is presented below. All RSUs and weighted average grant date values have been adjusted to reflect the impact of the Reverse Stock Split. See Note 1 — Organization and Business Operations for further details.

As of June 30, 2026 and December 31, 2025, there were 307,190 and 218,181 RSUs, respectively, authorized but not issued.

As of June 30, 2026, unrecognized compensation cost related to the grant of RSUs was approximately $1.9 million. Unvested outstanding RSUs as of June 30, 2026 and December 31, 2025 had a weighted average remaining vesting period of 0.88 years and 1.42 years, respectively.

Share-based Compensation Expense Relating to Earn-out

In accordance with ASC 718, these are awards granted with a market condition. The effect of this market condition was reflected in the grant-date fair value of an award.

The Company recorded $0.9 million and $1.8 million for each of the three and six months ended June 30, 2026 and 2025 of share-based compensation expense, related to the earn-out shares. As of June 30, 2026, unrecognized compensation cost related to the earn-out shares was approximately $6.7 million.

Stock Award Modification

On January 6, 2026, in connection with the significant change in operating roles of the Company's former Chief Strategic Officer and Chief Operating Officer, the Company modified their unvested RSUs, allowing all unvested RSUs to continue to vest in accordance with their original terms. No other changes were made to the award. The Company determined that the change in operating roles was considered a significant reduction and accounted for the changes as a Type III accounting modification (improbable-to-probable) under ASC 718. Accordingly, the Company reversed all share-based compensation expense previously recorded on the awards that are not expected to vest under the original terms. The Company reversed $0.9 million in share-based compensation expense for the six months ended June 30, 2026 included in the general and administrative expenses in the Condensed Consolidated Statements of Operations. Total share-based compensation expense equal to the modification date fair value, will be recognized prospectively over the remaining requisite service period, beginning on the modification date.

Note 13 —Stockholders' Equity

Class C Share Forfeiture and Conversion

In connection with the separation of the Company's former Chief Executive Officer, on January 27, 2026, the Company cancelled 1,000,000 shares of Class C Common Stock previously held by the executive in accordance with the terms of the Separation and Release of Claims Agreement. As a result of the cancellation, the shares are no longer issued or outstanding.

In addition, on February 27, 2026, the remaining 2,213,678 shares of Class C Common Stock held by the former Chief Executive Officer were converted into an equivalent number of shares of Class A Common Stock (147,578 shares of Class A Common Stock following the Reverse Stock Split) in accordance with the Company's governing equity documents.

These transactions resulted in a decrease in Class C Common Stock and a corresponding increase in Class A Common Stock, with no impact on total stockholders' equity.

Capital Raise and Offering Costs

On December 18, 2025, the Company completed a securities purchase agreement, resulting in gross proceeds of $7.5 million. The proceeds were recorded as an increase to common stock and additional paid-in capital ("APIC") based on the number of shares issued and the offering price. The Company incurred incremental costs directly attributable to the securities purchase agreement consisting of legal, accounting and other professional fees, which were recorded as a reduction of the gross proceeds from the offering and reflected as a decrease to APIC. During the six months ended June 30, 2026, the Company recognized $22,091 of additional offering costs related to the prior period capital raise. These amounts were reflected as a reduction to APIC in the current period. No additional shares were issued in connection with the recognition of these costs. As of June 30, 2026, total offering costs associated with this financing transaction were $0.8 million.

At-The-Market Offering

On May 23, 2025, the Company entered into a sales agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”) and TCBI Securities, Inc., doing business as Texas Capital Securities (“TCS”), with respect 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, having an aggregate offering price of up to $50.0 million.29,322 shares (439,831 prior to the Reverse Stock Split) were sold pursuant to the Sales Agreement during each of the three and six months ended June 30, 2026. As of June 30, 2026, $48.5 million in shares remain available for issuance under the program.

Note 14 —Fair Value Measurements

The Company accounts for certain assets and liabilities at fair value and classifies these assets and liabilities within the fair value hierarchy (Level 1, Level 2, or Level 3).

Assets and liabilities subject to fair value measurements are as follows:

(1)Private placement warrants were estimated using a Black-Scholes option pricing model utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Class A Common Stock and current interest rates.

(2)The fair value of the earn-out liabilities was estimated using the Monte Carlo simulation utilizing assumptions related to the contractual term of the instruments, estimated volatility of the price of the Class A Common Stock and current interest rates.

The following tables summarize the balances of and changes in Level 3 private placement warrants and earn-out liabilities measured at fair value on a recurring basis for the three and six months ended June 30, 2026 and 2025:

Note 15 —Segments

The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the Chief Operating Decision Maker ("CODM"), evaluates the business. The determination is based on: (1) how the Company’s CODM evaluates the performance of the business, including resource allocation decisions, and (2) whether discrete financial information for each operating segment is available. The Company considers the Chief Executive Officer to be its CODM.

As of June 30, 2026, the Company operates underone reportable segment: Financial Technology. The Financial Technology reportable segment is comprised of the following three operating segments:

•Credova Holdings, Inc., which generates revenue primarily through five activities: sale of loan and lease contracts, interest earned on loans, rent payments on leased merchandise, and direct revenues from both retailer discounts and origination fees paid by third-parties earned in connection with providing financing on consumer goods.

•PSQPayments LLC (“PSQ Payments”), is a wholly owned subsidiary of PSQ Holdings, Inc. which generates revenue via its merchant servicer platform to provide its customers with a payments stack to efficiently manage their payment processes. The merchant servicer platform combines the payment processing and gateway into a single, integrated service encompassing all debit and credit card processing and ACH in and out payment processing.

•PSQ Impact LLC ("PSQ Impact"), is a wholly owned subsidiary of PSQ Holdings, Inc. which generates revenue via its fundraising platform to provide political campaigns and nonprofits with access to a secure payment and reporting platform.

The CODM measures and evaluates the Company’s performance based on segment gross revenue, segment non-GAAP gross profit and segment non-GAAP operating income/(loss).

Segment performance, as defined by the Company, is not necessarily comparable to other similarly titled captions of other companies.

The following tables set forth the Company’s revenues, net, segment non-GAAP gross profits and segment non-GAAP operating income/(loss) and operating loss for the three and six months ended June 30, 2026 and 2025:

(1)Includes both PSQ Payments and PSQ Impact revenues.

(1)$42,562 categorized under “Cost of revenue (exclusive of depreciation and amortization expense shown below)” in the Condensed Consolidated Statements of Operations for the three months ended June 30, 2025, has been included in the "Share-based compensation expense" line item.

(1)$1,676 and $66,035 categorized under “Cost of revenue (exclusive of depreciation and amortization expense shown below)” in the Condensed Consolidated Statements of Operations for the six months ended June 30, 2026 and 2025, respectively, have been included in the "Share-based compensation expense" line item.

No asset information has been disclosed as the CODM does not regularly review asset information by reportable segment.

Note 16 —Commitments and Contingencies

Other Legal Matters

From time to time in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. At June 30, 2026, the Company did not have any pending claims, charges or litigation that were expected to have a material adverse impact on its financial position, results of operations or cash flows.

Note 17 —Subsequent Events

The Company has evaluated and recognized or disclosed subsequent events, as appropriate, from the Condensed Consolidated Balance Sheets date through the date the condensed consolidated financial statements were issued.

On July 13, 2026, the Company effected a reverse stock split. See Note 1 — Organization and Business Operations.

On July 28, 2026, the Company announced it had 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.