PSQ Holdings, Inc.
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
View on SEC.govAbout this filing
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.
Sep 30, 2026 · Filed Nov 6, 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 2026-06-30; filed 2026-08-04.
0001847064-26-000014
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0001847064-26-000020
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 143 previous paragraphs and 142 current paragraphs.
79 unchanged; 52 reworded; 8 added; 11 removed; 1 previous and 3 current paragraphs rearranged.
Tables are not compared: 9 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 (8)
Current report
For the three months ended September 30, 2026 and 2025, GMV - Payments was $197.3 million and $89.2 million, respectively, which represented an approximate change of 121%, as compared to the same period in 2025.
Current report
For the nine months ended September 30, 2026 and 2025, GMV - Payments was $571.6 million and $193.4 million, respectively, which represented an approximate change of 195% as compared to the same period in 2025.
Current report
(1)Includes both Payments and Impact revenues.
Current report
General and administrative expenses decreased by $5.0 million, or 61%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily due to a decrease in share-based compensation of $3.8 million and a decrease in employee compensation of $1.2 million.
Current report
Sales and marketing expenses increased $0.1 million, or 4%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase is primarily due to a $0.2 million increase in share-based compensation, partially offset by a $0.1 million decrease in employee compensation. The share-based compensation increase reflects the reallocation of earnout expense to remaining participants under the "last man standing" provision, a portion of whom are in sales and marketing.
Current report
The Company made the strategic decision to discontinue retaining new leases on its balance sheet beginning in September 2025, and begin forward flowing them to its servicing partner. This change reduced the Company's investment in leased assets and preserved cash.
Current report
On July 28, 2026, the Company entered into a definitive agreement for the sale of EveryLife's assets to FreeHold Brands, LLC ("Buyer"), at a purchase price of $5.5 million in cash, before transaction fees and customary adjustments. On November 5, 2026, (the "Closing Date"), the parties entered into an amendment to the definitive agreement providing for an adjustment to the purchase price, pursuant to which, the Company received $1.0 million in cash and a $4.5 million seller note issued by the Buyer (the "Seller Note"). The Seller Note is secured by EveryLife's assets, begins to accrue interest at the prime rate on February 1, 2027, and provides for a minimum monthly principal payment of less than $0.1 million, with any remaining principal due in full 12 months from the Closing Date (the "Maturity Date"), unless Buyer exercises one or both of its two successive options to extend the Maturity Date by 12 months per extension if, despite commercially reasonable efforts, Buyer is unable to obtain bank financing sufficient to repay the Seller Note.
Current report
Comparison of the Nine Months Ended September 30, 2026 and 2025
Removed paragraphs (11)
Previous report
Board of Director and Executive Leadership Updates
Previous report
On April 1, 2026, James Rinn provided notice to the Company of his resignation from the position of Chief Financial Officer, effective April 30, 2026. Mr. Rinn's resignation was not the result of a disagreement between Mr. Rinn and the Company or any matter relating to the Company's operations, policies, or practices.
Previous report
On April 6, 2026, the Board appointed Michael Pena to the role of Chief Financial Officer, Treasurer and Krista Wenzel to the role of Chief Accounting Officer, both effective May 1, 2026.
Previous 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.
Previous report
During the Annual Meeting of Stockholders on July 9, 2026, James Celli's nomination to the Company's Board was approved.
Previous 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.
Previous 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.
Previous report
(1)Includes both PSQ Payments and PSQ Impact revenues.
Previous 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.
Previous report
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 report
Comparison of the Six Months Ended June 30, 2026 and 2025
Reworded paragraphs (52)
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 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.
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 regain and maintain compliance 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
Following further evaluation of market conditions and transaction alternatives, the Company determined during the fourth quarter of 2025 that pursuing a sale or partnership of the Marketplace segment would not be the most efficient use of resources. Accordingly, the Company wound down the Marketplace business as of December 31, 2025, and will not continue development of the Marketplace technology platform as part of its long-term strategy. The Company may evaluate opportunities to leverage certain customer relationships in support of its Financial Technology initiatives.
Current wording
Following further evaluation of market conditions and transaction alternatives, the Company determined during the fourth quarter of 2025 that pursuing a sale or partnership of the Marketplace segment would not be the most efficient use of resources. Accordingly, the Company continued winding down the Marketplace business as of December 31, 2025, with Marketplace operations fully discontinued as of June 30, 2026. The Company may evaluate opportunities to leverage certain customer relationships in support of its Financial Technology initiatives.
Previous wording
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 wording
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 closed November 5, 2026, with $1.0 million received in cash and the remaining $4.5 million financed over the next 12 months with a minimum monthly principal payment of $0.1 million.
Previous wording
Effective December 31, 2025, PSQ Holdings, Inc. operates under one reportable segment: Financial Technology ("Financial Technology" or "FinTech"). The Financial Technology reportable segment is comprised of three operating segments, Credova, a "Buy Now, Pay Later" company focused on the outdoors & shooting sports industry; PSQ Payments, a "cancel-proof" payments processing company; and PSQ Impact, a payments and fundraising platform serving nonprofit organizations and political campaigns.
Current wording
Effective December 31, 2025, PSQ Holdings, Inc. operates under one reportable segment: Financial Technology ("Financial Technology" or "FinTech"). The Financial Technology reportable segment is comprised of three operating segments, Credova, a "Buy Now, Pay Later" company focused on the outdoors & shooting sports industry; Payments, a "cancel-proof" payments processing company; and Impact, a payments and fundraising platform serving nonprofit organizations and political campaigns.
Previous wording
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 wording
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 54 fractional shares payable in cash totaling $268.
Previous wording
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 wording
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. The Company regained compliance with Rule 802.01C following the Reverse Stock Split.
Previous 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.
Current wording
During the three months ended September 30, 2026 and 2025, our net loss was $4.1 million and $12.0 million, respectively, an improvement of $7.9 million, primarily due to an increase in revenues of $2.9 million, a decrease in total costs and expenses of $3.4 million, decrease in loss from discontinued operations of $1.8 million, slightly offset by a decrease in the change in fair value of the earn-out and warrant liabilities of $0.1 million.
Previous wording
We generate revenues from our one segment: Financial Technology, as summarized below.
Current wording
We generate revenues from our only segment: Financial Technology, as summarized below.
Previous wording
PSQ Payments 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. The Company recognizes card processing and transaction revenues in connection with customer use of the platform.
Current wording
Payments 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. The Company recognizes card processing and transaction revenues in connection with customer use of the platform.
Previous wording
PSQ Impact generates revenues via its fundraising platform by providing a secure payments and reporting technology to support 501c(3) and 501c(4) nonprofits in the conservative movement.
Current wording
Impact generates revenues via its fundraising platform by providing a secure payments and reporting technology to support 501(c)(3) and 501()c(4) nonprofits in the conservative movement.
Previous wording
General and administrative expenses consist primarily of personnel-related expenses for our finance, legal, human resources and administrative personnel, as well as the costs of information technology, professional services, insurance, travel, and other administrative expenses. We expect to continue incurring expenses associated with operating as a public company, including legal, audit, tax and accounting costs, investor relations costs, insurance premiums and compliance costs. As a result of cost-saving measures and the reclassification of certain costs, we expect general and administrative expenses will decrease in absolute dollars in future periods and decline as a percentage of total revenue over time.
Current wording
General and administrative expenses consist primarily of personnel-related expenses for our finance, legal, human resources and administrative personnel, as well as the costs of information technology, professional services, insurance, travel, and other administrative expenses. We expect to continue incurring expenses associated with operating as a public company, including legal, audit, tax and accounting costs, investor relations costs, insurance premiums and compliance costs. As a result of cost-saving measures, we expect general and administrative expenses will decrease in absolute dollars in future periods and decline as a percentage of total revenue over time.
Previous wording
Sales and marketing expenses consist primarily of salaries, employee benefits, consultant fees, commissions, and direct marketing costs related to the promotion of 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.
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 remain flat 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 each of the three and six months ended June 30, 2026.
Current wording
Other (expense) income, net relates to interest income earned on money market accounts and a loss resulting from the sale of leased assets for each of the three and nine months ended September 30, 2026.
Previous wording
Changes in fair value of earn-out liabilities are recorded in the Condensed Consolidated Statement of Operations. The earn-out liabilities represent a financial instrument other than an outstanding share that embodies a conditional obligation that the issuer must or may settle by issuing a variable number of its equity shares. We record the earn-out liabilities at their fair values at each reporting period.
Current wording
Changes in fair value of earn-out liabilities are recorded in the Condensed Consolidated Statements of Operations. The earn-out liabilities represent a financial instrument other than an outstanding share that embodies a conditional obligation that the issuer must or may settle by issuing a variable number of its equity shares. We record the earn-out liabilities at their fair values at each reporting period.
Previous wording
We use the following key metrics and non-GAAP measures to evaluate our performance, identify trends affecting our business, and make strategic decisions:
Current wording
We use the following key metrics and non-GAAP performance measures to evaluate our performance, identify trends affecting our business, and make strategic decisions:
Previous wording
We define GMV - PSQ Payments as the total dollar amount of all transactions processed by our merchant partners during the applicable period.
Current wording
We define GMV - Payments as the total dollar amount of all transactions processed by our merchant partners during the applicable period.
Previous 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.
Current wording
For the three months ended September 30, 2026 and 2025, GMV - Credit was $13.6 million and $11.0 million, respectively, which represented an approximate change of 23% as compared to the same period in 2025.
Previous wording
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 wording
For the nine months ended September 30, 2026 and 2025, GMV - Credit was $42.8 million and $33.2 million respectively, which represented an approximate change of 29% as compared to the same period in 2025.
Previous wording
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 wording
For the three months ended September 30, 2026, our top five merchants and platform partners represented approximately 57% of total GMV - Credit, as compared to 58% for the three months ended September 30, 2025. Total GMV - Credit attributable to our largest merchant during each of the three months ended September 30, 2026 and 2025 was 25% and 23%, respectively.
Previous 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.
Current wording
For the nine months ended September 30, 2026, our top five merchants and platform partners represented approximately 56% of total GMV - Credit, as compared to 58% for the nine months ended September 30, 2025. Total GMV - Credit attributable to our largest merchant during each of the nine months ended September 30, 2026 and 2025 was 24% and 23%, respectively.
Previous wording
GMV – Credit increased year-over-year, driven by higher consumer conversion and approval rates, a less pronounced seasonal decline following the holiday period compared to the prior year period, and the impact of customer re-engagement initiatives.
Current wording
GMV – Credit increased year-over-year, driven by higher consumer conversion and increased average order values for consumers utilizing our financing products.
Previous 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.
Current wording
Industry conditions remained stable 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 approximately 2.5% on a year-over-year basis in the third quarter of 2026, with increases in July (8.5%) and August (2.2%) partially offset by a decrease in September (2.3%). While these 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 in each month of the quarter. Given the 23% and 29% increases in GMV - Credit for the three and nine months ended September 30, 2026, respectively, our credit products have demonstrated strong consumer adoption, as reflected in higher conversion of approved applicants to signed contracts and higher average order values among our existing merchant relationships.
Previous wording
GMV – PSQ Payments increased year-over-year, driven primarily by an increased number of merchants actively processing through our solution.
Current wording
GMV – Payments increased year-over-year, driven primarily by an increased number of merchants actively processing through our solution.
Previous wording
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%.
Current wording
For the three months ended September 30, 2026, our top three merchants accounted for approximately 83% of total GMV - Payments, with our largest merchant representing 43%.
Previous 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.
Current wording
For the nine months ended September 30, 2026, our top three merchants accounted for approximately 80% of total GMV – Payments, with our largest merchant representing 38%. As 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 - Payments breakdown by merchant is not beneficial to provide.
Previous 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.
Current wording
For the three and nine months ended September 30, 2026, total FTEs were 35 compared to 72 for the three and nine months ended September 30, 2025. The year-over-year increase is driven by a 67% increase in revenue for the three months ended September 30, 2026 and a 108% increase in revenue growth for the nine months ended September 30, 2026, coupled with a 51% 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 and six months ended June 30, 2026 and 2025 found elsewhere in this report.
Current wording
The results of operations presented below should be reviewed in conjunction with the unaudited Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2026 and 2025 found elsewhere in this report.
Previous 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:
Current wording
The following tables sets forth our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025, and the dollar and percentage change between the two periods:
Previous 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.
Current wording
Revenues, net increased by $2.9 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 and increased by $11.7 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increases are primarily related to the launch of Payments and Impact, 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 $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.
Current wording
Cost of revenue (exclusive of depreciation and amortization) increased by $2.1 million, or 141%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, and $7.0 million or 223% for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. This is primarily attributed to an increase in transaction fees as a result of the launch of Payments and Impact.
Previous wording
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 wording
General and administrative expenses decreased by $4.8 million or 24% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily due to a decrease in share-based compensation of $3.3 million and a decrease in employee compensation of $1.6 million, partially offset by a $0.1 million increase in other general and administrative expenses.
Previous wording
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 wording
Sales and marketing expenses decreased $0.5 million or 12% or the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily due to an decrease in share-based compensation of $0.4 million and, a decrease in brand and other sales and marketing expenses of $0.4 million partially offset by an increase in employee compensation of $0.3 million.
Previous wording
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 wording
Research and development expenses decreased by $0.5 million, or 44%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily due to a $0.5 million decrease in share-based compensation expense.
Previous wording
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 wording
Research and development expenses decreased $1.1 million, or 35% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily due to a $1.2 million decrease in share-based compensation expense, partially offset by an increase in employee compensation.
Previous 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.
Current wording
Depreciation and amortization expense decreased by $44,243, or 3%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily due to a decrease in leased asset depreciation of $0.4 million, partially offset by the amortization of capitalized software development costs of $0.4 million.
Previous wording
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 wording
Depreciation and amortization expense increased by $1.2 million, or 31%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was due to the amortization of capitalized software development costs of $1.7 million, partially offset by a decrease in leased asset depreciation of $0.4 million.
Previous wording
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 wording
Other expense, net increased by $0.2 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase was primarily due to a decrease in interest income earned on the money market accounts due to lower average balances and an increase in loss on leased assets.
Previous 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.
Current wording
Other expense, net increased by $1.0 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The change was primarily driven by a $0.8 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 $0.5 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.
Current wording
Changes in fair value of earn-out liabilities decreased by an immaterial amount, for each of the three and nine months ended September 30, 2026 compared to the three and nine months ended September 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 $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.
Current wording
Changes in fair value of warrant liabilities decreased by $0.1 million and $6.9 million, respectively, for the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025. The change was due to the fluctuation in the fair value of the warrant liabilities at the end of each reporting period.
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Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
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 public warrants and commence delisting proceedings. Moreover, if the NYSE determines that the Company's Class A Common Stock or public warrants are trading at "abnormally low selling price" levels, it will also immediately suspend the trading of the Company's
Current report — wording carried from elsewhere
Class A Common Stock or public warrants, as applicable, and commence delisting proceedings pursuant to Rule 802.01D. 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 — wording carried from elsewhere
The slight decrease in concentration among our top five merchants reflects the impact of onboarding new merchants, which has diversified the overall merchant mix.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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.