8-K/AFiled Aug 13, 8:00 PM ET
PSQ Holdings Reports CFO Resignation; Appoints New CFO and CAO
$PSQH · PSQ Holdings, Inc.Research Summary
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PSQ Holdings Reports CFO Resignation; Appoints New CFO and CAO
What Happened
- PSQ Holdings, Inc. filed an 8‑K reporting that CFO James Rinn resigned effective April 30, 2026 (notice given April 1, 2026). The Board appointed Michael Pena as Chief Financial Officer and Krista Wenzel as Chief Accounting Officer, both effective May 1, 2026. The filing states Rinn’s resignation was not due to any disagreement with the company.
- Employment agreements for Michael Pena and Krista Wenzel were executed on August 11, 2026 and are effective as of May 1, 2026. Both executives previously served in senior finance roles at the company (Pena as SVP of Finance; Wenzel as SVP of Finance & Accounting).
Key Details
- New CFO: Michael Pena, age 43. New CAO: Krista Wenzel, age 39. Appointments announced April 6, 2026; effective May 1, 2026.
- Base salary for both Pena and Wenzel: $350,000 per year. Each is eligible for an annual discretionary bonus up to 30% of base salary.
- Equity: Each was granted 12,002 shares of restricted stock (granted August 11, 2026) that vest in full on the first anniversary of the May 1, 2026 effective date, subject to continued service. The company also converted outstanding restricted stock units into restricted stock with the same vesting.
- Severance/Change in Control protections: If terminated by the company without Cause or by the executive for Good Reason within the Change in Control Period, each would receive six months’ base salary plus 1.25x their target bonus (plus other pro‑rated/COBRA benefits); outside the Change in Control Period they would receive six months’ salary continuation, a pro‑rated bonus based on actual performance, and up to six months COBRA coverage. Agreements include a modified Section 280G cutback to limit excise taxes.
Why It Matters
- Leadership change in finance: A new CFO and CAO can affect financial reporting, investor communications, and finance operations. Michael Pena brings company and industry experience (including leading Credova’s finance through its acquisition by PSQ), while Krista Wenzel has public company and capital markets experience.
- Compensation and protections: The employment agreements set clear pay, bonus opportunity, equity grants, and severance/change‑in‑control protections—important for assessing potential future dilution (equity grants) and cash obligations on termination or a sale.
- No reported disagreements or related‑party transactions: The filing notes Rinn’s departure was not due to a dispute and that neither new executive has reportable related‑party transactions, reducing near‑term governance concerns for investors.