PSQ Holdings, Inc. 8-K

What Happened

• PSQ Holdings, Inc. filed an 8-K (Jan 29, 2026) reporting the resignation and departure of Michael Seifert and a Separation and Release Agreement dated January 28, 2026. Under that agreement Mr. Seifert forfeited 1,000,000 shares of the Company's Class C common stock and agreed to other post‑departure restrictions. The company also announced the board size will be reduced from ten to nine directors and announced the appointment of Mr. Wunderlich (press release dated Jan 29, 2026).

Key Details

• Seifert previously beneficially owned all outstanding Class C shares and, as of the filing date, held approximately 50.63% of the voting power of the Company’s common equity.
• Forfeiture: Mr. Seifert forfeited 1,000,000 shares of Class C common stock under the Separation Agreement (dated Jan 28, 2026).
• Lockup: Remaining capital stock held by Mr. Seifert is subject to an 18‑month lockup, permitting sales of up to 50,000 shares per month and 10,000 shares per day (with certain exceptions).
• Post‑employment covenants: The Separation Agreement includes mutual general releases, a 24‑month non‑compete, and a 24‑month non‑solicit of the Company’s employees and customers.
• Conversion right: Under the company’s Restated Certificate of Incorporation, each Class C share automatically converts into one share of Class A common stock at 5:00 p.m. (NYC) on the 30th day after a holder (here, Mr. Seifert) is no longer serving as a director or officer.

Why It Matters

• This is a material leadership and governance change: Seifert controlled a majority of voting power through Class C shares, and his departure plus share forfeiture and lockup affect future voting dynamics and share liquidity. The automatic conversion feature could further change voting composition once he is no longer an officer/director. The non‑compete and non‑solicit terms may limit his ability to work with competitors or recruit staff for two years, which could influence operational continuity. Investors should note the reduction in board size and the appointment of a new director, and monitor future disclosures (including the full Separation Agreement to be filed with the 2025 Form 10‑K) for more detail.