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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40457

PSQ Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware						86-2062844
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

515 W Aspen Street, Suite 200C Bozeman, Montana						59715
(Address of principal executive offices)						(Zip Code)

(754) 264-8701

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

PSQH

New York Stock Exchange

Redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share

PSQH.WS

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 5, 2026, there were 48,726,402 shares of the registrant’s Class A Common Stock, par value $0.0001 per share, issued and outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
PART 1—FINANCIAL INFORMATION		1
Item 1.	Interim Condensed Consolidated Financial Statements:	1
	Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	1
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited)	4
	Notes to the Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	35

PART II—OTHER INFORMATION		36
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 5	O ther Information	38
Item 6.	Exhibits	37

SIGNATURES		38

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. Interim Condensed Consolidated Financial Statements

PSQ HOLDINGS, INC.

Condensed Consolidated Balance Sheets


	March 31, 2026		December 31, 2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	10,057,059	$	14,644,384
Restricted cash	1,589,586		1,119,580
Accounts receivable, net	1,932,629		1,630,987
Lease receivable, net	93,810		156,516
Loans held for investment, net of allowance for credit losses of $768,235 and $778,704 as of March 31, 2026 and December 31, 2025, respectively	6,876,900		6,148,072
Lease merchandise, net of accumulated depreciation of $1,000,916 and $938,959 as of March 31, 2026 and December 31, 2025, respectively	486,490		960,024
Interest receivable	246,370		250,450
Prepaid expenses and other current assets	2,266,149		2,450,321
Current assets held for sale (Note 4)	3,868,785		4,407,921
Total current assets	27,417,778		31,768,255
Loans held for investment, net of allowance for credit losses of $154,694 and $150,702 as of March 31, 2026 and December 31, 2025, respectively, non-current	1,198,913		1,189,832
Lease merchandise, net of accumulated depreciation of $94,163 and $72,335 as of March 31, 2026 and December 31, 2025, respectively, non-current	235,839		329,463
Property and equipment, net	156,992		187,262
Intangible assets, net	13,793,270		14,573,323
Goodwill	10,930,978		10,930,978
Operating lease right-of-use assets	591,169		669,356
Deposits	29,939		29,939

Total assets	$	54,354,878	$	59,678,408

Liabilities and stockholders’ equity
Current liabilities:
Revolving line of credit	$	7,404,248	$	6,174,546
Accounts payable	5,145,602		5,351,651
Accrued expenses	1,461,783		1,205,386
Operating lease liabilities, current portion	333,899		323,842
Current liabilities held for sale (Note 4)	1,893,180		2,612,041
Total current liabilities	16,238,712		15,667,466
Convertible promissory notes, related party (Note 10)	20,000,000		20,000,000
Convertible promissory notes	8,449,500		8,449,500
Earn-out liabilities	501,500		540,000
Warrant liabilities	572,000		1,230,250
Operating lease liabilities	267,732		354,286
Total liabilities	46,029,444		46,241,502
Commitments and contingencies (Note 16)
Stockholders’ equity
Preferred stock, $0.0001 par value; 50,000,000 authorized shares; no shares issued and outstanding as of March 31, 2026 and December 31, 2025	—		—
Class A Common Stock, $0.0001 par value; 500,000,000 authorized shares; 48,726,402 shares and 46,492,639 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	4,873		4,650
Class C Common Stock, $0.0001 par value; 40,000,000 authorized shares; zero and 3,213,678 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively	—		321
Additional paid in capital	171,287,594		169,944,031
Accumulated deficit	(162,967,033)		(156,512,096)
Total stockholders’ equity	8,325,434		13,436,906
Total liabilities and stockholders’ equity	$	54,354,878	$	59,678,408

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Table of Contents

PSQ HOLDINGS, INC.

Condensed Consolidated Statements of Operations (Unaudited)


	For the Three Months Ended March 31,
	2026		2025
Revenues, net	$	8,158,417	$	3,050,785
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)	3,599,955		630,009
General and administrative	6,615,164		8,260,744
Sales and marketing	1,604,807		1,538,462
Research and development	624,095		1,030,222
Depreciation and amortization	1,848,044		906,824
Total costs and expenses	14,292,065		12,366,261
Operating loss	(6,133,648)		(9,315,476)
Other (expense) income:
Other (expense) income, net	(97,280)		309,819
Changes in fair value of earn-out liabilities	38,500		450,000
Changes in fair value of warrant liabilities	658,250		7,381,500
Interest expense, net	(947,469)		(868,457)
Loss before income taxes from continuing operations	(6,481,647)		(2,042,614)
Income tax expense	—		(8,240)
Loss from continuing operations	(6,481,647)		(2,050,854)
Income / (loss) from discontinued operations, net of tax	26,710		(2,396,491)
Net loss	$	(6,454,937)	$	(4,447,345)

Continuing operations loss per common share, basic and diluted	$	(0.12)	$	(0.05)
Discontinued operations income/(loss) per common share, basic and diluted	$	0.00	(0.05)
Net loss per common share, basic and diluted	$	(0.12)	$	(0.10)
Weighted average shares outstanding, basic and diluted (1)	54,027,862		42,953,447

(1) Pre-funded warrants, issued in December 2025, can be exercised for little consideration (an exercise price per share equal to $0.0001 per share), and 5,018,184 remain unexercised as of March 31, 2026.

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Table of Contents

PSQ HOLDINGS, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)


	Preferred Stock				Class A Common Stock			Class C Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares		Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2025	—		$	—	46,492,639	$	4,650	3,213,678	$	321	$	169,944,031	$	(156,512,096)	$	13,436,906
Issuance of shares for fully vested restricted stock units	—		—		20,085	2		—	—		(2)		—		—
Cancellation of Class C Common Stock	—		—		—	—		(1,000,000)	(100)		100		—		—
Conversion of Class C Common Stock to Class A Common Stock	—		—		2,213,678	221		(2,213,678)	(221)		—		—		—
Closing costs from private investment in public equity transaction (1)	—		—		—	—		—	—		(22,091)		—		(22,091)
Share-based compensation	—		—		—	—		—	—		1,365,556		—		1,365,556
Net loss	—		—		—	—		—	—		—		(6,454,937)		(6,454,937)
Balance at March 31, 2026	—		$	—	48,726,402	$	4,873	—	$	—	$	171,287,594	$	(162,967,033)	$	8,325,434

	Preferred Stock				Class A Common Stock			Class C Common Stock			Additional Paid-In Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares		Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2024	—		$	—	39,575,499	$	3,958	3,213,678	$	321	$	146,746,355	$	(119,900,428)	$	26,850,206
Issuance of common stock from Employee Stock Purchase Plan	—	0	—		3,995	—		—	—		—		—		—
Issuance of shares for fully vested restricted stock units	—		—		379,518	38		—	—		(38)		—		—
Share-based compensation	—		—		—	—		—	—		3,622,845		—		3,622,845
Net loss	—		—		—	—		—	—		—		(4,447,345)		(4,447,345)
Balance at March 31, 2025	—		$	—	39,959,012	$	3,996	3,213,678	$	321	$	150,369,162	$	(124,347,773)	$	26,025,706

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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PSQ HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)


	For the Three Months Ended March 31,
	2026		2025
Cash Flows from Operating Activities
Net loss	$	(6,454,937)	$	(4,447,345)
Adjustment to reconcile net loss to net cash used in operating activities:
Changes in fair value of warrant liabilities	(658,250)		(7,381,500)
Changes in fair value of earn-out liabilities	(38,500)		(450,000)
Share-based compensation	1,365,556		3,622,845
Amortization of step-up in loans held for investment	—		169,607
Provision for credit losses on loans held for investment	194,269		661,963
Origination of loans and leases for resale	(13,460,365)		(7,869,448)
Proceeds from sale of loans and leases for resale	15,554,070		8,931,822
Gain on sale of loans and leases	(2,093,706)		(1,062,374)
Impairment (recovery) of lease merchandise	(50,192)		—
Depreciation and amortization	1,848,044		1,211,110
Non-cash operating lease expense	78,187		41,485
Changes in operating assets and liabilities:
Accounts receivable	(312,613)		(226,613)
Lease receivable	62,706		—
Interest receivable	4,080		75,070
Inventory	371,311		230,837
Prepaid expenses and other current assets	180,492		53,034
Deposits	18,445		(6,905)
Accounts payable	(611,889)		(373,712)
Accrued expenses	103,323		425,259
Deferred revenue	(151,700)		4,083
Operating lease liabilities	(76,498)		(41,485)
Net cash used in operating activities	(4,128,167)		(6,432,267)

Cash flows from Investing Activities
Additions to lease merchandise, net of disposals	242,666		(1,106,117)
Software development costs	(671,284)		(656,658)
Principal paydowns on loans held for investment	3,210,956		4,532,763
Disbursements for loans held for investment	(4,143,133)		(4,577,597)
Net cash used in investing activities	(1,360,795)		(1,807,609)

Cash flows from Financing Activities
Proceeds from revolving line of credit	4,440,659		2,270,331
Repayments on revolving line of credit	(3,210,955)		(2,343,207)
Net disbursement for closing costs from private equity transaction	(22,091)		—
Net cash provided by/(used in) financing activities	1,207,613		(72,876)
Net decrease in cash, cash equivalents and restricted cash	(4,281,349)		(8,312,752)
Cash, cash equivalents and restricted cash, beginning of period	16,117,319		36,589,607
Cash, cash equivalents and restricted cash, end of the period	$	11,835,970	$	28,276,855
Cash and cash equivalents from continued operations	$	10,057,059	$	28,039,959
Restricted cash from continued operations	1,589,586		236,896
Cash and cash equivalents from discontinued operations	189,325		—
Total cash, cash equivalents and restricted cash, end of the period	$	11,835,970	$	28,276,855

Supplemental Cash Flow Information
Cash paid for interest for convertible notes and revolving line of credit	$	947,469	$	868,457

Cash flows from discontinued operations are included in the above amounts and explained in Note 4.

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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PSQ HOLDINGS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 of three 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”).

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 $6.5 million and $4.4 million for the three months ended March 31, 2026 and 2025, respectively, and had negative cash flows from operations of $4.1 million and $6.4 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the Company had aggregate unrestricted cash and cash equivalents of $10.1 million and $14.6 million and net working capital of $11.2 million and $16.1 million, respectively.

For the three months ended March 31, 2026, the Company experienced higher than normal cash outflows related to legal and accounting expenses associated with the preparation of its Annual Report on Form 10-K and annual financial statement audit; although a significant portion of these costs were accrued in 2025, the related cash payments were made during the first quarter of 2026. In addition, the Company incurred approximately $1.2 million of non-recurring costs during the period, including $0.3 million of severance expenses.

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 41% which occurred from September 2025 through March 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 further options such as completing a sale of EveryLife, amending the terms of the existing credit facility to access additional financing, and evaluating other areas to reduce compensation and costs if necessary.

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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 $48.8 million in shares remaining available for issuance under the program as of March 31, 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. PSQ Impact has continued to grow its customer base, including expansion into nonprofit organizations. 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 months ended March 31, 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.

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 months ended March 31, 2026 and 2025. The Brands segment continues to meet held-for-sale and discontinued operations as of March 31, 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.

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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 capitalization 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.

Loss Per Share

The Company computes basic loss per share (“EPS”) by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the reporting period. All securities that meet the definition of a participating security, irrespective of whether the securities are convertible, nonconvertible, or potential common stock securities, shall be included in the computation of basic EPS using the two-class method. However, when the different classes of units have identical rights and privileges except voting rights, whereby they share equally in dividends and residual net assets on a per unit basis, the classes can be combined and presented as one class for EPS purposes. As such, the Company has combined the Class A Common Stock and and Class C Common Stock for purposes of the EPS calculation.

Diluted loss per share is calculated by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when there are anti-dilutive, common stock equivalents, these are not considered in the computation. As of March 31, 2026, the Company’s restricted stock units (“RSUs”) and warrants were not considered in the computation as they are anti-dilutive. As of March 31, 2026, there were no anti-dilutive shares or common stock equivalents outstanding.

Revenue Recognition

Credova principally generates financing revenue from five activities: sale of loan and lease contracts, interest earned on loans, rent payments on leased merchandise, retailer discounts, and origination fees paid by lending institutions (direct revenue) earned in connection with providing financing on consumer goods. Revenue from leases is recognized over time when the Company satisfies a performance obligation based on the agreed upon financing terms. Revenue from the Company’s sales of loans and leases is recognized at a point in time when the Company satisfies a performance obligation by transferring control of the loans and leases to a third party. Interest on loans is calculated by the simple-interest method on daily balances of the principal amount outstanding. Revenue from rent payments on leased merchandise is recognized over time when the Company satisfies a performance obligation based on the agreed upon financing terms. Revenue from retailer discounts is recognized at a point in time when the Company satisfies performance obligations by purchasing the contract from the merchant in connection with a merchant-originated consumer financing product. Origination fees from lenders are recognized at the time of loan origination.

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 automated clearing house in and out payment processing. The Company recognizes card processing and transaction revenues in connection with customer use of the platform.

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. The Company recognizes processing and transaction revenues in connection with donations completed on the platform.

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Loans Held for Investment, net

Loans are unsecured and are stated at the amount of unpaid principal. Interest on loans is calculated by the simple-interest method on daily balances of the principal amount outstanding. Accrued interest on loans is discontinued when management believes that, after considering collection efforts and economic and business conditions, the collection of interest is doubtful. The Company’s policy is to stop accruing interest when the loan becomes 120 days delinquent.

All interest accrued but not collected for loans that are placed on non-accrual status or subsequently charged-off is reversed against interest income which is included in revenues, net on the condensed consolidated statements of operations. Income is subsequently recognized on the cash basis until, in management’s judgment, the borrower’s ability to make periodic and future principal and interest payments is reasonably assured, in which case the loan is returned to accrual status. The Company classifies its loans as either current or past due. Amounts are considered past due if a scheduled payment is not paid on its due date. The Company does not modify the terms of its existing loans with customers.

Transfers of Financial Assets

The Company accounts for loan sales in accordance with ASC 860, Transfers and Servicing (“ASC 860”) which states that a transfer of financial assets, a group of financial assets, or a participating interest in a financial asset is accounted for as a sale if all of the following conditions are met:

a.The financial assets are isolated from the transferor and its consolidated affiliates as well as its creditors;

b.The transferee or beneficial interest holders have the right to pledge or exchange the transferred financial assets; and

c.The transferor does not maintain effective control of the transferred assets.

When the requirements for sale accounting are met, the Company records the gain or loss on the sale of a loan at the sale date in an amount equal to the proceeds received less the carrying value of the loan, adjusted for initial recognition of assets obtained and liabilities incurred at the date of sale.

Upon the sale of a loan to a third-party loan buyer or unconsolidated securitization trust in which the Company retains servicing rights, the Company may recognize a servicing asset or liability. A servicing asset or liability arises when the Company's contractual servicing fee with a counterparty differs from the adequate compensation rate that would be required by a third party to service the same portfolio of assets, as defined by ASC 860. Servicing assets and liabilities are measured and recorded at fair value and are presented as a component of prepaid expenses and other current assets or accrued expenses, respectively, on the accompanying Condensed Consolidated Balance Sheets. The recognition of a servicing asset results in a corresponding increase to gain on sales of loans. The recognition of a servicing liability results in a corresponding decrease to gain on sales of loans. The servicing rights are remeasured at fair value each period, with the subsequent adjustment recognized in servicing income.

Lease Merchandise, net

The Company leases goods, consisting primarily of sporting goods, to its customers under certain terms agreed to by the customer and recognizes revenue straight-line over the lease term in accordance with Accounting Standards Codification ("ASC") 842, Leases ("ASC 842"). The customer has the right to acquire ownership either through a purchase option or through payment of all required lease payments. Leases typically range between 12 and 24 months. All the Company's customer agreements are considered operating leases. The consumer goods under operating leases are initially recorded at cost and depreciated on a straight-line basis over the term of the related leases to the consumer goods estimated residual value. All lease assets are purchased concurrently with the execution of a lease commitment by the lessee. Thus, the original depreciation period corresponds with the term of the original lease. Upon transfer of ownership of merchandise to customers, resulting from satisfaction of their lease obligations, the related cost and accumulated depreciation are eliminated from lease merchandise. Amounts shown in the condensed consolidated balance sheets are net of accumulated depreciation and impairment.

The Company applies depreciation to lease merchandise as follows: (i) straight-line over the life of the lease term; (ii) accelerated deprecation for impaired leases and (iii) accelerated depreciation for leases when an early purchase option (buyout) is exercised.

The Company sells certain lease contracts to third parties and records the undepreciated cost of lease merchandise at the time of the sale within the net gain on lease contracts sold on the Condensed Consolidated Statement of Operations.

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Allowance for Credit Losses - Loans Held for Investment

The Company estimates expected credit losses over the contractual term of loans, incorporating adjustments for anticipated prepayments and defaults when applicable. The contractual term excludes expected extensions, renewals, and modifications unless one of the following conditions is met: (i) management has a more likely than not expectation at the reporting date that an extension or renewal option is included in the original or modified contract, and (ii) such options are not unconditionally cancellable by the Company.

The foundation for the discount rate used in our credit loss estimation is the Secured Overnight Financing Rate ("SOFR"), a widely accepted benchmark for the cost of overnight borrowing collateralized by United States Treasury securities. SOFR is commonly used by traditional credit and warehouse facilities to account for interest rate variability. In addition to SOFR, our discount rate incorporates an interest rate floor, which reflects the minimum rate a market investor would require for a pool of unsecured consumer receivables. This rate is further adjusted based on prevailing market and macroeconomic conditions. The combination of SOFR and the interest rate floor determines the overall discount rate applied to calculate the net present value of expected credit losses. Management reviews the discount rate at each reporting period and updates when applicable.

The discount rate fluctuates in response to macroeconomic market cycles, as determined by management’s assessment of future economic conditions. The macroeconomic cycle is influenced by changes in money supply growth and contraction, which are inversely correlated with the discount rate. This inverse relationship allows for an adjusted present value assessment that accounts for the broader economic environment. Our cash flow model represents historical financial performance, while the discounted cash flow methodology projects future credit losses by adjusting the present value of historical data.

When management determines that loans are uncollectible, identified amounts are charged against the allowance for credit losses. Loans are written off in accordance with our charge-off policy, which stipulates charge-offs at 120 days past due or when other specific criteria are met. Any subsequent recoveries of previously charged-off amounts are credited back to the allowance for credit losses.

Assets Held for Sale and Discontinued Operations

Assets, or disposal groups, are classified as held for sale when management, having the appropriate authority, commits to a plan to sell the business or asset group, the assets are available for immediate sale in their present condition, an active program to locate a buyer and complete the plan has been initiated, the sale is probable and expected to be completed within one year, and it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Upon classification as held for sale, the related assets and liabilities are measured at the lower of their carrying amount or fair value less costs to sell and are no longer depreciated or amortized.

Fair value is determined based on the total consideration expected to be received, which may include cash proceeds, contingent consideration, and other forms of payment, less estimated costs to sell. The Company reassesses the fair value of disposal groups at each reporting date and records any subsequent write-downs to reflect the lower of carrying value or fair value less costs to sell as an adjustment to the carrying value. If the fair value of the disposal group increases in subsequent periods, a gain is recognized, but not in excess of the cumulative loss previously recognized.

If a disposal group previously classified as held for sale no longer meets the criteria in ASC 360-10-45-9, the Company reclassifies the disposal group as held for use in accordance with ASC 360-10-35-44. Upon reclassification, the disposal group is measured at the lower of (i) its carrying amount before it was classified as held for sale, adjusted for depreciation or amortization that would have been recognized had it remained held for use, or (ii) its fair value at the date of the subsequent decision not to sell. Depreciation and amortization resume prospectively, and the asset group is evaluated for recoverability in accordance with ASC 360.

A disposal group that meets the criteria in ASC 205-20-45 for discontinued operations—specifically, if the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results—is presented as discontinued operations. For such transactions, the operating results of the disposal group, including any gain or loss on sale, are presented as discontinued operations in the Condensed Consolidated Statements of Operations for all years presented.

During the third quarter of 2025, management committed to a plan to divest the Company’s Brands and Marketplace segments. The decision followed a strategic review process intended to refocus the Company on its core FinTech

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operations. As of September 30, 2025, the criteria for classification as held for sale under ASC 360-10 and discontinued operations under ASC 205-20-45 were met.

Subsequent to September 30, 2025, management reassessed its plan to sell the Marketplace segment based on 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 360-10-35-44 and evaluated for recoverability. Based on this assessment, management concluded that the Marketplace capitalized software assets were not recoverable and recorded an impairment loss of the remaining carrying value of $3.6 million during the fourth quarter of 2025.

The exit of the Marketplace segment continues to represent a strategic shift with a major effect on the Company’s operations and financial results and is presented as discontinued operations.

Further, as of March 31, 2026, the Brands segment continues to meet the held-for-sale criteria under ASC 360-10 and the discontinued operations criteria under ASC 205-20-45. Accordingly, the assets and liabilities of the Brands segment are presented as held for sale in the Condensed Consolidated Balance Sheets, and the results of operations of the Brands segment are presented as discontinued operations in the Condensed Consolidated Statements of Operations. Refer to Note 4 — Discontinued Operations for additional financial information regarding these transactions.

Segment Reporting

Operating segments are defined as components of an entity for which separate discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company has determined that the Company has one reportable segment, Financial Technology.

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 March 31, 2026, two customers accounted for 43% of the Company’s revenue. For the three months ended March 31, 2025, one customer accounted for 31% of the Company’s revenue.

As of March 31, 2026, one customer and two payment processing partners (acting in an agent capacity with respect to certain payment transactions) accounted for 90% 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.

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

In July 2025, the FASB issued 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

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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 permits 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 on prospectively or retrospectively. The Company is currently evaluating the impact of ASU 2025-12 on its Unaudited Condensed Consolidated Financial Statements and disclosures.

The Company has assessed the adoption impacts of recently issued accounting standards by the FASB on the Company’s Unaudited Condensed Consolidated Financial Statements as well as material updates to previous assessments, if any, to the Company’s annual audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2025.

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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 March 31, 2026, the Brands segment continues to meet the held-for-sale and discontinued operations accounting criteria. Management expects to enter into a definitive agreement during the first half of 2026 and continues to engage with interested parties. 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 “Income/(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 March 31, 2026 and 2025:


	For the three months ended March 31, 2026				For the three months ended March 31, 2025
	Marketplace		Brands		Marketplace		Brands
Revenues, net	$	85,567	$	3,581,557	$	428,649	$	3,270,187
Cost of revenues (exclusive of depreciation and amortization shown below)	597		—		104,310		1,926
Cost of goods sold (exclusive of depreciation and amortization shown below)	1,344		2,245,274		412		2,072,862
Operating costs	42,282		1,258,056		1,490,789		2,098,113
Depreciation and amortization	—		—		269,261		35,025
Operating income/(loss)	41,344		78,227		(1,436,123)		(937,739)
Other expense, net	(15,000)		(77,861)		(22,629)		—

Income/(Loss) from discontinued operations, net of tax	$	26,344	$	366	$	(1,458,752)	$	(937,739)

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


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	189,325	$	353,355
Accounts receivable, net	83,342		72,372
Inventory	2,293,892		2,665,203
Prepaid expenses and other current assets	219,666		215,986
Intangible assets, net	1,072,762		1,072,762
Deposits	9,798		28,243




Total assets held for sale	$	3,868,785	$	4,407,921

Liabilities
Current liabilities:
Accounts payable	$	440,802	$	854,889
Accrued expenses	284,819		357,183
Deferred revenue	1,167,559		1,399,969
Total liabilities held for sale	$	1,893,180	$	2,612,041

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


	For the Three Months Ended March 31,
	2026		2025
Net cash used in operating activities	$	(343,389)	$	(873,842)

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 a 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.

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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 2,000,000 shares 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 acquisition date, reflecting an aggregate purchase price of $5.1 million.


Consideration:
Issuance of common stock		$	4,500,000
Earn-out liability		550,000
Total consideration		$	5,050,000

Assets acquired:	Useful Life:
Acquired capitalized software developments	3 years	$	5,050,000

Note 6 — Goodwill and Intangible Assets, Net

Goodwill as of March 31, 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:


	Useful Life	March 31, 2026		December 31, 2025
Capitalized software development costs	1-5 years	$	9,373,674	$	8,702,390
Trademark and tradenames	5 years	1,700,000		1,700,000
Internally developed software	3 years	3,600,000		3,600,000
Merchant relationships	5 years	5,900,000		5,900,000
State operating licenses	Indefinite	975,000		975,000
Purchased technology	1-15 years	212,177		212,177
Total intangible assets		21,760,851		21,089,567
Less: Accumulated amortization		(7,967,581)		(6,516,244)
Total intangible assets, net		$	13,793,270	$	14,573,323

Amortization expenses were approximately $1.5 million and $0.8 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, estimated future amortization expense is expected as follows:


Remainder of 2026	$	4,414,906
2027	4,807,782
2028	3,144,661
2029	343,214
2030	12,567
Thereafter	95,140
	$	12,818,270

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Note 7 — Loans Held for Investment, Net

The amortized cost basis of the Company's loans held for investment by delinquency status as of March 31, 2026:


			Past Due
	Current		30-59 Days		60-89 days		> 90 days		Total
Loans held for investment	$	8,904,302	$	49,771	$	27,329	$	17,340	$	8,998,742
Allowance for credit losses									(922,929)
Loans held for investment, net									$	8,075,813

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


			Past Due
	Current		30-59 Days		60-89 days		> 90 days		Total
Loans held for investment	$	8,173,364	$	56,831	$	24,233	$	12,882	$	8,267,310
Allowance for credit losses									(929,406)
Loans held for investment, net									$	7,337,904

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.

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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 March 31, 2026 and December 31, 2025:


	March 31, 2026
	Amortization Costs Basis by Calendar Year of Origination
	2026		2025		Prior		Total
A	$	2,136,966	$	1,512,861	$	70,886	$	3,720,713
B	1,923,921		1,156,576		70,484		3,150,981
C	797,387		740,942		126,411		1,664,740
D	226,740		226,387		9,181		462,308
Total amortized cost basis	$	5,085,014	$	3,636,766	$	276,962	$	8,998,742


	December 31, 2025
	Amortization Costs Basis by Calendar Year of Origination
	2025		2024		Prior		Total
A	$	3,366,828	$	104,402	$	506	$	3,471,736
B	2,639,049		118,046		7,976		2,765,071
C	1,384,930		153,755		34,452		1,573,137
D	445,093		5,102		7,171		457,366
Total amortized cost basis	$	7,835,900	$	381,305	$	50,105	$	8,267,310

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


Balance at January 1, 2026	$	929,406
Charge-offs	(200,746)
Provision for credit losses	194,269
Balance at March 31, 2026	$	922,929

Balance at January 1, 2025	$	816,045
Charge-offs	(901,450)
Provision for credit losses	1,014,811
Balance at December 31, 2025	$	929,406

Note 8 — Lease Merchandise, Net

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


	March 31, 2026		December 31, 2025
Lease merchandise	$	1,817,408	$	2,300,781
Less: Accumulated depreciation	(1,095,079)		(1,011,294)
Lease merchandise, net	$	722,329	$	1,289,487

Depreciation expense on lease merchandise for the three months ended March 31, 2026 was $0.4 million. Depreciation expense on lease merchandise for the three months ended March 31, 2025 was $0.1 million.

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The Company's merchandise on operating leases consisted mostly of sporting goods during the three months ended March 31, 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.

The Company recognized a recovery on leased merchandise of $0.1 million for the three months ended March 31, 2026 and this recovery is included in general and administrative expenses in the Condensed Consolidated Statements of Operations. There was no impairment on leased merchandise during the three months ended March 31, 2025.

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 March 31, 2026 and December 31, 2025, the outstanding advances under this revolving loan totaled $7.4 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) 4.63641, 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 March 31, 2026 and December 31, 2025, the convertible promissory notes payable was $8.4 million.

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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 of Directors of the Company (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 100,000 RSUs which vested one year from the grant date. During the three months ended March 31, 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 months ended March 31, 2025, the Company incurred $126,000, of which $42,000 was paid and $84,000 was accrued.

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.

2023 Stock Incentive Plan

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

(A)a number of shares of Class A Common Stock equal to fifteen percent (15%) of the outstanding shares of all classes of Company Common Stock.

(B)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 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 600,000 shares 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) 425,000 shares 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 three months ended March 31, 2026, and 2025, the Company issued RSU’s 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.

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A summary of the activity with respect to, and status of, RSUs during the three-month period ended March 31, 2026 is presented below:


	Number of RSUs	Weighted Average Grant Date Value
Unvested as of January 1, 2026	2,941,400	$	3.45
Granted	350,001	$	1.12
Forfeited	(436,376)	$	4.47
Vested	(9,167)	$	2.58
Unvested as of March 31, 2026	2,845,858	$	2.93
Vested and unsettled as of March 31, 2026	557,230	$	3.13

As of March 31, 2026 and December 31, 2025 there were 5,749,421 and 3,272,726 RSUs, respectively, authorized but not issued.

As of March 31, 2026, unrecognized compensation cost related to the grant of RSUs was approximately $4.4 million. Unvested outstanding RSUs as of March 31, 2026 and December 31, 2025 had a weighted average remaining vesting period of 1.13 years and 1.42 years, respectively.

As of March 31, 2026, the Company had 557,230 RSUs vested but unsettled. It is the Company's historical practice to facilitate a "sell-to-cover" transaction to satisfy employees' tax withholding obligations upon vesting. The Company expects to settle these shares following the filing of this Quarterly Report on Form 10-Q.

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 for each of the three months ended March 31, 2026 and 2025 of share-based compensation expense, related to the earn-out shares. As of March 31, 2026, unrecognized compensation cost related to the earn-out shares was approximately $7.6 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 three months ended March 31, 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.

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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 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 three months ended March 31, 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 March 31, 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. No shares were sold pursuant to the Sales Agreement during the three months ended March 31, 2026. As of March 31, 2026, $48.8 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:


	As of March 31, 2026
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents – Money market	$	3,195,612	$	—	$	—	$	3,195,612


Liabilities
Warrant liabilities – Public Warrants	$	230,000	$	—	$	—	$	230,000
Warrant liabilities – Private placement warrants(1)	—		—		342,000		342,000
Earn-out liabilities(2)	—		—		501,500		501,500
Total liabilities	$	230,000	$	—	$	843,500	$	1,073,500

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	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents – Money market	$	3,168,199	$	—	$	—	$	3,168,199

Liabilities
Warrant liabilities – Public Warrants	$	546,250	$	—	$	—	$	546,250
Warrant liabilities – Private placement warrants(1)	—		—		684,000		684,000
Earn-out liabilities(2)	—		—		540,000		540,000
Total liabilities	$	546,250	$	—	$	1,224,000	$	1,770,250

(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 months ended March 31, 2026 and 2025:


	Private Placement Warrants		Earn-out Liabilities
Balance at January 1, 2026	$	684,000	$	540,000
Change in fair value during the period	(342,000)		(38,500)
Balance at March 31, 2026	$	342,000	$	501,500

Balance at January 1, 2025	$	5,586,000	$	620,000
Change in fair value during the period	(4,104,000)		(450,000)
Balance at March 31, 2025	$	1,482,000	$	170,000

Note 15 — Segments

The Company routinely evaluates whether its operating and reportable segments continue to reflect the way the 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 March 31, 2026, the Company operates under one 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.

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•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 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 loss and operating loss for the three months ended March 31, 2026 and 2025:


	For the three months ended March 31,
	2026		2025
Revenues, net:
Financial Technology
Direct revenue	$	680,046	$	715,767
Interest income on loans	818,978		588,496
Loan and lease contracts sold, net	2,093,706		1,062,374
Lease merchandise, net	904,073		112,804
Payment processing revenues (1)	3,661,614		571,344








Total revenues, net	$	8,158,417	$	3,050,785

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


	For the three months ended March 31,
	2026		2025
Revenues, net	$	8,158,417	$	3,050,785
Cost of revenues attributable to segments(1)	(3,598,279)		(606,538)
Segment non-GAAP Gross Profit	4,560,138		2,444,247
Operating expenses attributable to segments	(5,416,208)		(5,258,682)
Segment non-GAAP operating loss	(856,070)		(2,814,435)
Reconciliation of total segment non-GAAP operating loss to operating loss:
Corporate costs not allocated to segments	(2,063,978)		(1,971,372)
Share-based compensation expense(1)	(1,365,556)		(3,622,845)
Depreciation and amortization	(1,848,044)		(906,824)
Operating loss	(6,133,648)		(9,315,476)
Other expense, net	(347,999)		7,272,862
Loss before income taxes	$	(6,481,647)	$	(2,042,614)

(1)$1,676 and $23,471 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 March 31, 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.

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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 March 31, 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 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.

On April 6, 2026, the Board appointed Michael Pena to the role of Chief Financial Officer and Krista Wenzel to the role of Chief Accounting Officer, both effective May 1, 2026.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

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 financial performance, our ability to raise additional funds, and any other statements that are not statements of current or historical facts.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which are incorporated by reference herein, and in this Quarterly Report on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law. These risks and others described under “Risk Factors” may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods.

Unless the context otherwise requires, references, in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" to "PSQ Holdings, Inc.," "we," "us," "our," and the "Company" refer to PSQ Holdings, Inc. and its consolidated subsidiaries.

Overview

PSQ Holdings, Inc. is a payments and financial infrastructure company. The Company builds and operates infrastructure in highly regulated environments for industries underserved by traditional financial institutions, including businesses, campaigns, and nonprofits that depend on reliable, compliant payment solutions. PSQ Holdings, Inc. historically operated under three segments: Financial Technology, Marketplace, and Brands ("Financial Technology", "Marketplace", and "Brands"), however, in August 2025, the Company announced a strategic repositioning to focus its resources and capital on accelerating the growth of its Financial Technology segment. As part of this repositioning, the Company initiated a plan to monetize the Brands segment through the sale of EveryLife and to pursue a sale or strategic partnership of the Marketplace segment, including evaluating opportunities to repurpose certain intellectual property to complement its Financial Technology offerings.

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.

As of March 31, 2026, the Company continues to actively pursue the monetization of the Brands segment, and the sale process remains ongoing. Management expects to enter into a definitive agreement during the first half of 2026 and continues to engage with interested parties.

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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.

Payment processing is the lifeblood of the American economy. Owning the payments stack puts PSQ Holdings, Inc. at the center of its merchants’ transactions with solutions that are simple to integrate and resilient by design. We pair advanced technology with a deep understanding of merchant and consumer needs to facilitate next generation commerce. By bundling multiple payment types, the Company expects to create higher conversion and more stickiness with consumers. Multiple systems redundancies and sponsor banks mean peace of mind and better economics for our merchants, regardless of business industry.

Recent Developments

Board of Director and Executive Leadership Updates

On January 7, 2026, the Company announced updates to its Board and executive leadership structure intended to delineate board oversight, enhance operational focus, and position the Company for its next phase of growth as a scaled public FinTech platform. The leadership updates include:

•Michael Seifert stepped down as Chairman of the Board.

•Dusty Wunderlich was named Chairman of the Board and has stepped down as Chief Strategy Officer of the Company.

•Blake Masters was appointed Lead Independent Board Director and will provide independent oversight and serve as liaison between the Board and management.

•Michael Perkins was appointed Chief Operating Officer.

•Mike Hebert stepped down as Chief Operating Officer and was named Senior Vice President of People to oversee the organizational development, talent and culture of the Company.

On January 27, 2026, Michael Seifert stepped down as Chief Executive Officer and resigned from the Company's Board of Directors, and Dusty Wunderlich was appointed as Chief Executive Officer.

As part of Mr. Seifert's separation from the Company, Mr. Seifert forfeited 1,000,000 shares of Class C Common Stock. As of February 27, 2026, all of Mr. Seifert's Class C Common Stock converted on a one-for-one basis into shares of Class A Common Stock. As a result, Mr. Seifert no longer possesses a majority of the voting power of the Company's common stock and the Company is no longer a "controlled company" under NYSE rules. We are now required to comply with certain NYSE rules that govern corporate governance standards from which we were previously exempt, subject to certain phase-in periods. These include the requirement to have (i) a majority of independent directors, (ii) a nominating/corporate governance committee composed entirely of independent directors, and (iii) a compensation committee composed entirely of independent directors. NYSE rules mandate that the Company must satisfy the majority independent board requirement within one year of the date its status changed and have at least one independent member on its nominating committee and at least one independent member on its compensation committee by the date its status changes, at least a majority of independent members on each committee within 90 days of the date its status changes and fully independent committees within one year of the date its status changes. There can be no assurance that the Company will be able to satisfy such requirements. Failure to meet such requirements could subject the Company to delisting from the NYSE.

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.

NYSE Notice of Non-Compliance

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On February 10, 2026, the Company received written notice from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with the NYSE Listed Company Manual (i) Rule 802.01B, relating to the Company's required minimum total market capitalization over a consecutive 30 trading-day period and minimum stockholders equity, and (ii) Rule 802.01C, relating to the minimum average closing price of the Company's Class A Common Stock, required over a consecutive 30 trading-day period. This notice does not result in the immediate delisting of the Company's Class A common stock. The Company responded to the NYSE within 10 business days of its intent to submit a business plan to regain compliance with Rule 802.01B and to cure its non-compliance with Rule 802.01C, and submitted a business plan to the NYSE within 45 days demonstrating compliance with Rule 802.01B within 18 months of receipt of the notice. If the NYSE accepts the business plan, the Company will be subject to quarterly monitoring; if the NYSE does not accept the plan or the Company fails to comply with the plan, the NYSE may commence suspension and delisting procedures. [FD1] The Company can gain compliance with Rule 802.01C at any time within the six-month cure period if, on the last trading day of any calendar month during the cure period, the Class A common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on that date. On February 17, 2026, the Company issued a press release regarding the NYSE notice.

Second Amended and Restated Loan and Security Agreement

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. No other material changes were made to the terms of the Company's Amended and Restated Loan and Security Agreement as a result of this agreement.

Components of Results of Operations

During the three months ended March 31, 2026 and 2025, our net loss was $6.5 million and $4.4 million, respectively. During the three months ended March 31, 2026, our net loss increased $2.0 million as compared to the three months ended March 31, 2025, primarily due to an increase in total costs and expenses of $1.9 million, decrease in the change in fair value of the warrant liabilities of $6.7 million, decrease in the change in fair value of the earnout liabilities of $0.4 million and increase in interest and other expenses of $0.5 million. This was partially offset by an increase in revenues of $5.1 million and decrease in loss from discontinued operations of $2.4 million.

Revenues, net

We generate revenues from our one segment: Financial Technology, as summarized below.

Financial Technology

Credova principally generates "Buy Now, Pay Later" revenue from five activities: revenue from sale of loan and lease contracts, revenue from interest earned on loans, revenue from rent payments on leased merchandise, revenue from retailer discounts, and origination fees paid by third parties earned in connection with providing financing on consumer goods. Revenue from the Company’s sales of loans and leases is recognized at a point in time when the Company satisfies a performance obligation by transferring control of the loans and leases to a third party. Interest on loans is calculated by the simple-interest method on daily balances of the principal amount outstanding. Revenue from leases is recognized over time when the Company satisfies a performance obligation based on the agreed upon financing terms. Revenue from retailer discounts is recognized at a point in time when the Company satisfies performance obligations by purchasing the contract from the merchant in connection with a merchant-originated consumer financing product. Origination fees from lenders are recognized at time of loan origination.

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.

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.

For a description of our revenue recognition policies, see Note 3, Summary of Significant Accounting Policies, in our unaudited condensed consolidated financial statements.

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Cost of Revenue (exclusive of depreciation and amortization)

Cost of revenue (exclusive of depreciation and amortization) consists of underwriting and transaction costs related to the sale of loans and leases, transaction costs incurred in the facilitation of loan and lease origination, and payment processing activities including interchange fees, assessment fees, processing costs and bank settlement charges paid to third-party payment processors and financial institutions in the ordinary course of operations.

Operating Expenses

Operating expenses primarily include general and administrative, sales and marketing, research and development, and depreciation and amortization. The most significant component of our operating expenses is personnel-related costs such as salaries, benefits, share-based and variable compensation.

General and Administrative Expenses

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.

Sales and Marketing Expenses

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 reclassification of costs, we expect sales and marketing expenses will increase 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. Our inability to scale our expenses could negatively impact profitability.

Research and Development Expenses

Research and development expenses consist primarily of salaries, employee benefits and consultant fees related to our development activities to originate, develop, and build our platforms. As a result of cost-cutting efforts, the Company expects research and development expenses will decrease in absolute dollars in future periods and decline as a percentage of total revenue over time.

Depreciation and Amortization Expense

Depreciation and amortization expense consists primarily of amortization of capitalized software development costs, intangible assets, depreciation of leased assets, office fixtures, and furniture.

Non-Operating Income and Other Items

Other (Expense) Income, net

Other income, net relates to interest income earned on the money market accounts and a gain resulting from the sale of leased assets for the three months ended March 31, 2026.

Changes in Fair Value of Earn-out Liabilities

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.

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Changes in Fair Value of Warrant Liabilities

Changes in fair value of warrant liabilities are recorded in the Condensed Consolidated Statement of Operations as the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. We record the warrant liabilities at their fair values at each reporting period.

Interest Expense, net

Interest expense incurred consists of interest due on the Company's revolving line of credit and convertible promissory notes issued.

Income Tax Benefit (Expense)

We are subject to income taxes in the United States, but due to our net operating loss (“NOL”) position, we have recognized a minimal provision or benefit in recent years. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. We have established a full valuation allowance to offset our U.S. net deferred tax assets due to the uncertainty of realizing future tax benefits from our NOL carryforwards and other deferred tax assets.

Key Business Metrics and Selected Financial Data

We use the following key metrics and non-GAAP measures to evaluate our performance, identify trends affecting our business, and make strategic decisions:

•Segment Revenue (see Note 15 to the Condensed Consolidated Financial Statements for more details);

•Segment non-GAAP operating loss (see discussion below in "Non-GAAP Financial Measures");

•Segment non-GAAP gross profit (see discussion below in "Non-GAAP Financial Measures"); and

•Gross Merchandise Volume ("GMV") of Financial Technology Segment.

•Revenue per headcount

For GMV, these metrics are based on internal company data, assumptions, and estimates and are used in managing our business. We believe that these figures are reasonable estimates, and we actively take measures to improve their accuracy, such as eliminating known fictitious or duplicate accounts. There are, however, inherent challenges in gathering accurate data across large online and mobile populations.

GMV of Financial Technology Segment

In addition to revenue, net loss, and other results under U.S. generally accepted accounting principles ("U.S. GAAP"), the following table sets forth key operating metrics we use to evaluate our Financial Technology segment.


	Three Months Ended March 31,
	2026		2025		% Change
GMV - Credit	$	15,072,530	$	11,398,052	32	%
GMV - PSQ Payments	$	186,221,940	$	36,032,985	417	%

We measure GMV to assess the volume of transactions that take place on our platform. We define GMV as the total dollar amount of all transactions generated from the Financial Technology segment during the applicable period, net of refunds. GMV does not represent revenue earned by us; however, it is an indicator of the success of our merchants and the strength of our platform.

For the three months ended March 31, 2026 and 2025, GMV - Credit was $15.1 million and $11.4 million, respectively, which represented an approximate change of 32% as compared to the same period in 2025.

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For the three months ended March 31, 2026, our top five merchants and platform partners represented approximately 56% of total GMV - Credit, as compared to 58% for the three months ended March 31, 2025. GMV - Credit attributable to our largest merchant during each of the three months ended March 31, 2026 and 2025 represented 23% of total GMV - Credit. The slight decrease in concentration among our top five merchants reflect the impact of onboarding new merchants, which has diversified the overall merchant mix.

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.

Industry conditions remained below prior-year levels. 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, and early 2026 trends indicate continued year-over-year softness. These trends reflect a combination of reduced consumer purchasing urgency and macroeconomic factors, including inflationary pressures and constrained discretionary spending. Despite these dynamics, the industry continues to demonstrate a consistent baseline level of demand, with monthly adjusted background checks exceeding one million.

The Company continues to implement initiatives designed to support growth and diversification, including expansion into new and tangential retail verticals, increased customer re-engagement, development of new financial products, and enhancements to underwriting processes through data-driven tools.

For the three months ended March 31, 2026 and 2025, GMV - PSQ Payments was $186.2 million and $36.0 million, respectively, which represented an approximate change of 417%, as compared to the same period in 2025.

GMV – PSQ Payments increased year-over-year, driven primarily by an increased number of merchants actively processing through our solution.

For the three months ended March 31, 2026, our top three merchants accounted for approximately 73% of total GMV – PSQ Payments, with our largest merchant representing 37% of total GMV – PSQ Payments. 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 first quarter 2025 GMV Payments breakdown by merchant is not beneficial to provide.

Revenue per Headcount

Beginning in the first quarter 2026, the Company started tracking revenue per headcount as a key operating metric to evaluate our efficiency and productivity relative to peers.

We define revenue per headcount as total revenue for the period divided by the number of full-time equivalent employees ("FTEs") as of the last day of the period. FTEs include full-time employees.

The following table summarizes our revenue per headcount:


	For the three months ended March 31,
	2026		2025
Revenue per headcount:	$	173,583	$	44,864

For the three months ended March 31, 2026, total FTEs were 47 compared to 68 for the three months ended March 31, 2025. The year-over-year increase is driven by a 167% increase in revenue growth coupled with a 31% decrease in headcount.

Management uses this metric to: i) assess operational efficiency and scalability of the business; ii) benchmark performance against industry peers; and iii) inform decisions regarding hiring, resource allocation, and cost structure. Because this metric uses a point-in-time headcount measure, it may be influenced by the timing of hiring or workforce reductions during the period and may not fully reflect average staffing levels.

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Results of Operations

The results of operations presented below should be reviewed in conjunction with the unaudited Condensed Consolidated Financial Statements for the three months ended March 31, 2026 and 2025 found elsewhere in this document.

The following table sets forth our Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, and the dollar and percentage change between the two periods:


	For the Three Months Ended March 31,
	2026		2025		Variance ($)		Variance (%)
Revenues, net	$	8,158,417	$	3,050,785	$	5,107,632	167	%
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization expense shown below)	3,599,955		630,009		2,969,946		471	%

General and administrative	6,615,164		8,260,744		(1,645,580)		(20)	%
Sales and marketing	1,604,807		1,538,462		66,345		4	%
Research and development	624,095		1,030,222		(406,127)		(39)	%
Depreciation and amortization	1,848,044		906,824		941,220		104	%
Total costs and expenses	14,292,065		12,366,261		1,925,804		16	%
Operating loss	(6,133,648)		(9,315,476)		3,181,828		(34)	%
Other (expense) income:
Other (expense) income, net	(97,280)		309,819		(407,099)		(131)	%
Changes in fair value of earn-out liabilities	38,500		450,000		(411,500)		(91)	%
Changes in fair value of warrant liabilities	658,250		7,381,500		(6,723,250)		(91)	%
Interest expense, net	(947,469)		(868,457)		(79,012)		9	%
Loss before income taxes from continuing operations	(6,481,647)		(2,042,614)		(4,439,033)		217	%
Income tax expense	—		(8,240)		8,240		(100)	%
Loss from continuing operations	$	(6,481,647)	$	(2,050,854)	$	(4,430,793)	216	%
Income / (loss) from discontinued operations, net of tax	26,710		(2,396,491)		2,423,201		(101)	%
Net loss	$	(6,454,937)	$	(4,447,345)	$	(2,007,592)	45	%

Revenues, net


	For the three months ended March 31,
	2026		2025
Revenues, net:
Financial Technology
Direct revenue	$	680,046	$	715,767
Interest income on loans	818,978		588,496
Loan and lease contracts sold, net	2,093,706		1,062,374
Lease merchandise, net	904,073		112,804
Payment processing revenues (1)	3,661,614		571,344









Total revenues, net	$	8,158,417	$	3,050,785

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

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Revenues, net increased by $5.1 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase is primarily related to the launch of PSQ Payments, the increase in loan and lease contracts sold and the addition of lease merchandise revenue.

Cost of Revenue (exclusive of depreciation and amortization)

Cost of revenue (exclusive of depreciation and amortization) increased by $3.0 million, or 471%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This is primarily attributed to an increase in transaction fees as a result of the launch of PSQ Payments.

General and Administrative Expenses

General and administrative expenses decreased by $1.6 million, or 20%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily due to the reduction in share-based compensation expense of $1.7 million, partially offset by $0.1 million of other general and administrative expenses.

Sales and Marketing Expenses

Sales and marketing expenses increased $0.1 million, or 4%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase is primarily due to a $0.4 million increase in employee compensation, partially offset by a decrease of share-based compensation of $0.1 million and other sales and marketing costs of $0.2 million.

Research and Development Expenses

Research and development expenses decreased by $0.4 million, or 39%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily due to a $0.4 million decrease in share-based compensation expense.

Depreciation and Amortization Expense

Depreciation and amortization expense increased by $0.9 million, or 104%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was related to the depreciation of leased assets of $0.3 million and the amortization of capitalized software development costs of $0.6 million.

Other (Expense) Income, net

Other income, net decreased by $0.4 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease was primarily due to a $0.2 million loss on sale of leased assets along with $0.3 million less interest income earned on the money market accounts.

Changes in Fair Value of Earn-out Liabilities

Changes in fair value of earn-out liabilities decreased by $0.4 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The change was due to the fluctuation in the fair value of the earn-out liabilities at the end of the reporting period.

Changes in Fair Value of Warrant Liabilities

Changes in fair value of warrant liabilities decreased by $6.7 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The change was due to the fluctuation in the fair value of the warrant liabilities at the end of the reporting period.

Interest Expense, net

Interest expense, net increased by $0.1 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase was due to the interest paid on the revolving line of credit.

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Income Tax Benefit (Expense)

Income tax benefit (expense) decreased by an insignificant amount for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily related to state income tax.

Liquidity and Capital Resources

Historically, our primary sources of liquidity have been funds from financing activities. We have reported net losses of $6.5 million and $4.4 million for the three months ended March 31, 2026 and 2025, respectively, and had negative cash flows from operations of $4.1 million and $6.4 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, the Company had aggregate unrestricted cash and cash equivalents of $10.1 million and $14.6 million and net working capital of $11.2 million and $16.1 million, respectively.

The Company believes its existing cash and cash equivalents, together with anticipated cash proceeds from the planned sale of the Brands segment, will be sufficient to fund its operating and capital needs for at least the next twelve months from the date of the Condensed Consolidated Financial Statements were available to be issued. In addition, the Company has access to an at-the-market equity offering program pursuant to which it may offer and sell shares of its Class A Common Stock from time to time, with $48.8 million in shares remaining available for issuance and sale under the program as of March 31, 2026.

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 41% which occurred from September 2025 through March 2026. In addition, the Company is working to terminate and or reduce contractor and consulting agreements. These executed and planned reductions that started in the fourth quarter of 2025 are expected to result in annualized cash savings of approximately $8.0 million. Additionally, management is considering further options such as completing a sale of EveryLife, amending the terms of the existing credit facility to access additional financing, and evaluating other areas to reduce compensation and costs if necessary.

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Comparison of the Three Months Ended March 31, 2026 and 2025

The following table shows our cash flows for both continuing and discontinuing operations used in operating activities, investing activities and financing activities for the stated periods:


	For the three months ended March 31,
	2026		2025		$ Change
Net cash used in operating activities	$	(4,128,167)	$	(6,432,267)	$	2,304,100
Net cash used in investing activities	$	(1,360,795)	$	(1,807,609)	$	446,814
Net cash provided by/(used in) financing activities	$	1,207,613	$	(72,876)	$	1,280,489

Net Cash Used in Operating Activities

Net cash used in operating activities for the three months ended March 31, 2026 was $4.1 million compared to $6.4 million for the three months ended March 31, 2025. The decrease in cash used in operating activities was due primarily to an increase of $2.0 million in net loss, offset by a decrease in fair value of warrant liabilities of $6.7 million, a decrease in fair value of earn-out liabilities of $0.4 million, a decrease in the net cash used by operating assets and liabilities of $0.6 million and a decrease of $2.3 million in non-cash related expenses.

Net Cash Used in Investing Activities

Net cash used in investing activities for the three months ended March 31, 2026 was $1.4 million compared to $1.8 million net cash used in investing activities for the three months ended March 31, 2025. Net cash used in investing activities for the three months ended March 31, 2026 primarily related to $0.2 million of reductions to lease merchandise offset by $0.7 million of software development costs and $0.9 million of net decrease in loans held for investment. Net cash used in investing activities for the three months ended March 31, 2025 primarily related to $0.7 million of software development costs and $1.1 million of additions to lease merchandise.

Net Cash Provided by (Used in) Financing Activities

Net cash provided by/(used in) financing activities for the three months ended March 31, 2026 was $1.2 million compared to $0.1 million used in financing activities for the three months ended March 31, 2025. The increase was primarily due to an increase of $1.3 million in the revolving line of credit balance.

Non-GAAP Financial Measures

The non-GAAP financial measures below have not been calculated in accordance with GAAP and should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. We caution investors that non-GAAP financial information, by its nature, departs from traditional accounting conventions. Therefore, its use can make it difficult to compare our current results with our results from other reporting periods and with the results of other companies.

Our management uses these non-GAAP financial measures, in conjunction with GAAP financial measures, as an integral part of managing our business and to, among other things: (i) monitor and evaluate the performance of our business operations and financial performance; (ii) facilitate internal comparisons of the historical operating performance of our business operations; (iii) facilitate external comparisons of the results of our overall business to the historical operating performance of other companies that may have different capital structures and debt levels; (iv) review and assess the operating performance of our management team; (v) analyze and evaluate financial and strategic planning decisions regarding future operating investments; and (vi) plan for and prepare future annual operating budgets and determine appropriate levels of operating investments.

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For the periods presented, we define non-GAAP operating loss as GAAP operating loss, adjusted to exclude, as applicable, certain expenses as presented in the table below:


	For the Three Months Ended March 31,
	2026		2025
Reconciliation:
GAAP operating loss	$	(6,133,648)	$	(9,315,476)
Non-GAAP adjustments:
Corporate costs not allocated to segments	(2,063,978)		(1,971,372)
Share-based compensation expense	(1,365,556)		(3,622,845)
Depreciation and amortization	(1,848,044)		(906,824)
Non-GAAP operating loss	$	(856,070)	$	(2,814,435)

Off-Balance Sheet Arrangements.

None.

Critical Accounting Policies and Estimates

We prepare our Condensed Consolidated Financial Statements in accordance with GAAP. The preparation of condensed consolidated financial statements also requires we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, balance sheet, results of operations and cash flows will be affected. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving our management’s judgments and estimates. Critical accounting policies and estimates are those that we consider the most important to the portrayal of our balance sheet and results of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.

The preparation of our Condensed Consolidated Financial Statements in conformity with GAAP requires us to make estimates and judgments that affect the amounts reported in those condensed consolidated financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates. Our significant accounting policies are described in Note 3 to our Unaudited Condensed Consolidated Financial Statements for the three-month period ended March 31, 2026 included elsewhere in this Quarterly Report on Form 10-Q. There were no material changes in the Company's critical accounting policies and estimates during the three months ended March 31, 2026. A description of the Company's critical accounting policies, estimates and assumptions used in the preparation of the Company's consolidated financial statements is included in Part II. Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, we conducted an evaluation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e)) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act") as of March 31, 2026. Based on this evaluation, our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer concluded that our disclosure controls and procedures were not effective as of that date, due to the material weakness in our internal control over financial reporting. As a result, we performed additional analysis as deemed necessary to ensure that our Condensed Consolidated Financial Statements were prepared in accordance with GAAP. Notwithstanding the existence of this material weakness, management believes that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management is actively implementing remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting. Specifically, we have expanded and improved our review process for complex transactions, onboarded additional staff with requisite experience as accounting professionals, as well as identified and retained third-party professionals with whom to consult regarding complex accounting applications. Management believes these actions will enhance our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act). However, the material weakness will not be considered remediated until the controls operate for a sufficient period of time and until management has concluded, through testing, that the controls are effective.

Changes in Internal Control Over Financial Reporting

Except as noted above, there have been no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Refer to Note 16 in the Notes to Unaudited Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Item 1A. Risk Factors.

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.

Item 5. Other Information.

None of the Company's directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated any contract, instruction, or written plan for the purchase or sale of the Company's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended March 31, 2026.

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Item 6. Exhibits.


Exhibit						Description
3.1						Restated Certificate of Incorporation of PSQ Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on July 25, 2023)
3.2						Second Amended and Restated Bylaws of PSQ Holdings, Inc. (incorporated herein by reference to Exhibit 3.12 to our Current Report on Form 8-K filed on April 7, 2026)
10.1#						Employment Agreement, between PSQ Holdings, Inc. and Michael Perkins, effective as of January 6, 2026 (incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 7, 2026)
10.2						Second Amended and Restated Loan and Security Agreement, dated March 12, 2026, between Credova SPV I, LLC and PFM Credit Recovery Fund I, LLC (incorporated herein by reference to Exhibit 10.28 to our Annual Report on Form 10-K filed on March 17, 2026)
10.3						Separation and Release of Claims Agreement, between PSQ Holdings, Inc. and Michael Seifert, effective as of January 27, 2026 (incorporated herein by reference to Exhibit 10.41 to our Annual Report on Form 10-K filed on March 17, 2026)
31.1*						Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).

*Filed herewith.

**Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	PSQ Holdings, Inc.

Date: May 7, 2026		/s/ Dusty Wunderlich
	Name:	Dusty Wunderlich
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

Date: May 7, 2026		/s/ Michael Pena
	Name:	Michael Pena
	Title:	Chief Financial Officer
		(Principal Financial Officer)

Date: May 7, 2026		/s/ Krista Wenzel
	Name:	Krista Wenzel
	Title:	Chief Accounting Officer
		(Principal Accounting Officer)

PSQ Holdings, Inc. 10-Q