PSQ Holdings, Inc.

There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, other than as set forth below in this Item 1A.

We may be subject to immediate suspension and delisting from the NYSE if our average total market capitalization over a consecutive 30 trading-day period falls below $15 million. Section 802.01B of the NYSE Listed Company Manual requires an average total market capitalization of at least $15 million over any trailing 30 trading-day period. A breach of this threshold triggers immediate suspension and delisting procedures, with no cure period and no compliance-plan eligibility, regardless of the standard under which we originally listed. As of July 31, 2026, our average total market capitalization was $17.3M. Continued stock price volatility could cause us to fall below this threshold, resulting in prompt delisting.

The disposition of our EveryLife business is subject to execution, financial, tax and accounting risks that could adversely affect our results of operations, financial condition, and net operating loss carryforwards. We have entered into a definitive agreement to sell EveryLife's assets for a purchase price of $5.5 million. The transaction is subject to customary closing conditions and may not be completed on the anticipated timeline, or at all; if it is delayed or does not close, we will have incurred transaction costs without realizing the anticipated proceeds or strategic benefits. If completed, the purchase price allocation under Internal Revenue Code Section 1060 will determine the character and timing of any taxable gain we recognize, which may result in tax liability that differs from our current estimates. The transaction is also subject to post-closing purchase price adjustments and indemnification holdbacks, which may reduce the net cash proceeds we retain and could affect our available liquidity.