PSQ Holdings Inc.
03/17/2026 | Press release | Distributed by Public on 03/17/2026 05:24
Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with our consolidated financial statements as of and for the years ended December 31, 2025 and 2024, and other information included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled "Risk Factors" and "Special Note Regarding Forward-Looking Statements" included elsewhere in this report. Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period.
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 December 31, 2025, 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.
As of 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
Executive Leadership Changes
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 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.
Direct Offering of Common Stock
On December 18, 2025, the Company entered into a securities purchase agreement (the "Purchase Agreement") with an existing fundamental institutional investor (the "Purchaser") relating to the registered direct offering and sale of an aggregate of 1,800,000 shares (the "Shares") of the Company's Class A Common Stock, pre-funded warrants (the "Pre-Funded Warrants") to purchase 5,018,184 shares of Class A Common Stock, and accompanying common warrants to purchase an aggregate of 8,522,730 shares of Class A Common Stock (the "Common Warrants" and the offering of the Shares, the Pre-Funded Warrants and the Common Warrants, the "Offering") at a combined offering price of $1.10 per share, provided, that the combined purchase price per Pre-Funded Warrant and accompanying Common Warrant is identical to the purchase price per Shares and accompanying Common Warrant, less the Pre-Funded Warrant exercise price of $0.0001 per share. The Common Warrants have an exercise price of $1.18 per share, will be exercisable six months following issuance and have a term of five and a half years from the initial exercise date. The gross proceeds to the Company from the Offering were approximately $7.5 million.
Launch of PSQ Impact
In October 2025, PSQ Holdings, Inc. launched PSQ Impact, a next-generation political fundraising platform engineered to supercharge the Conservative movement and values-aligned non-profit ecosystem. PSQ Impact leverages the Company's existing technology infrastructure, payments capabilities, and merchant network to provide an integrated digital fundraising solution that includes donor acquisition, payment processing, compliance tools, data analytics, and campaign management functionality.
The platform is intended to create a vertically integrated ecosystem that connects donors with aligned organizations while providing transparency, security, and operational efficiency. By utilizing the Company's payments processing technology and consumer network, PSQ Impact seeks to reduce customer acquisition costs, increase donor conversion and retention rates, and enhance recurring contribution programs.
PSQ Impact is also designed to expand our FinTech-focused strategy by diversifying revenue streams through transaction-based fees, platform subscription services, and value-added compliance and data services. Management believes PSQ Impact positions the Company to capture incremental share within the political fundraising market while deepening engagement within its broader values-driven marketplace.
Components of Results of Operations
For the years ended December 31, 2025 and 2024, the Company reported net loss of $36.6 million and $57.7 million, respectively. The year-over-year improvement in net loss was driven by improved operating performance and other non-operating items. Operating loss improved to $32.0 million in 2025 from $41.7 million in 2024, reflecting operational efficiencies and cost reductions implemented during the period.
Net loss decreased by $21.1 million compared to the prior year, primarily due to a $9.0 million gain from changes in the fair value of warrant liabilities, an $8.2 million increase in revenues, a $2.4 million decrease in loss from discontinued operations, a $1.6 million reduction in operating expenses, and a $0.6 million increase in interest income, partially offset by a $1.2 million increase in interest expense. The Company has not been profitable since inception and, as of December 31, 2025 and 2024, had an accumulated deficit of $156.5 million and $119.9 million, respectively. Since inception, the Company has financed its operations primarily through equity and debt financings.
Revenues, net
We generate revenues from one segment-Financial Technology-as described below.
Financial Technology
Credova principally generates BNPL 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 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 consolidated financial statements.
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 Income, net
Other income, net relates to interest income earned on the money market accounts, a gain resulting from the sale of leased assets, and a gain resulting from the settlement of an outstanding payable for the year ended December 31, 2025.
Changes in Fair Value of Earn-out Liabilities
Changes in fair value of earn-out liabilities are recorded in the 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.
Changes in Fair Value of Warrant Liabilities
Changes in fair value of warrant liabilities are recorded in the 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 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 16 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.
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. GAAP, the following table sets forth key operating metrics we use to evaluate our Financial Technology segment. The information below represents proforma information for 2024 as if the Credova Merger closed on January 1, 2024:
| For the years ended December 31, | |||||||||||||||||
| 2025 | 2024 | % Change | |||||||||||||||
| Gross merchandise volume ("GMV") - Credit | $ | 48,915,050 | $ | 59,466,913 | (18) | % | |||||||||||
| Gross merchandise volume ("GMV") - PSQ Payments | $ | 308,819,991 | $ | 10,591,612 | 2816 | % | |||||||||||
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 both Credit and PSQ Payments 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.
Gross Merchandise Volume ("GMV") - Credit
For the years ended December 31, 2025 and 2024, GMV - Credit was $48.9 million and $59.5 million, respectively, which represented an approximate reduction of 18%, as compared to the same period in 2024. The decrease in GMV - Credit for the year ended December 31, 2025 was primarily driven by a strategic shift in company resources to expand our new payment processing business. Our top five merchants and platform partners accounted for approximately 57% of total GMV - Credit in 2025, compared to 46% in 2024. GMV - Credit from our largest merchant represented 23% of total GMV - Credit in 2025, up from 17% in 2024. The shift in volume from our top five merchants is primarily due to the overall reductions in sales across the industry.
GMV - Credit declined year-over-year, driven by a broader slowdown in the firearm retail industry and our continued focus on disciplined underwriting practices. Industry-wide softness impacted many of our merchant partners, with some reporting sales down more than 20% year-over-year, consistent with national trends. 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, with approximately 14.6 million adjusted background checks in 2025 versus approximately 15.2 million in 2024, a decrease of roughly 4.1%. Additionally, the fourth quarter of 2025 NSSF-adjusted NICS figure of approximately 4.29 million reflects a 3.7% decline compared to the fourth quarter of 2024's 4.46 million, underscoring persistent market softness. The decline in overall firearm demand has been influenced by reduced consumer urgency under a pro-Second Amendment federal administration, as well as macroeconomic factors such as inflationary pressures and constrained discretionary spending, which have affected purchasing behavior across the retail sector. Despite these headwinds, the industry continues to demonstrate a strong baseline level of demand, with adjusted background checks generally exceeding historical norms even as year-over-year figures remain lower.
In addition to market pressures, our recent credit policy enhancements-including the broader implementation of machine-learning models-tightened approval rates as part of a long-term strategy to improve portfolio performance. These actions contributed to lower GMV earlier in the year; however, GMV performance stabilized in the fourth quarter of 2025 relative to the fourth quarter of 2024, supported by a 14% increase in originations during the fourth quarter of 2025 compared to the fourth quarter of 2024. This improvement reflects the initial impact of strategic initiatives implemented throughout 2025, including improvements in product mix, consumer re-engagement, and refinements to our origination channels.
In response to these market conditions, the Company continues to execute strategic initiatives designed to diversify and strengthen future growth. These include expanding into new and tangential retail verticals to reduce concentration risk, improving customer re-engagement, developing innovative financial products tailored to a broader consumer base, and enhancing underwriting processes through advanced AI models and other data-driven tools. Management believes these actions position the Company for greater resilience and sustainable GMV growth as industry conditions normalize.
Gross Merchandise Volume ("GMV") - PSQ Payments
For the years ended December 31, 2025 and 2024, GMV - PSQ Payments was $308.8 million and $10.6 million, respectively, which represented an approximate change of 2,816%, as compared to the same period in 2024.
The increase in GMV - PSQ Payments for the year ended December 31, 2025 was primarily driven by the launch of PSQ Payments in October 2024 resulting in only a concentrated number of merchants that were actively processing through our solution during 2024.
Our top three merchants accounted for approximately 83% of total GMV - PSQ Payments in 2025, with our largest merchant representing 43% of total GMV - PSQ Payments. As PSQ Payments was a nascent business in 2024 and only a few merchants were actively processing through our solution, management believes 2024 GMV Payments breakdown by merchant is not beneficial to provide.
Results of Operations
The results of operations presented below should be reviewed in conjunction with the audited consolidated financial statements for the years ended December 31, 2025 and 2024 found elsewhere in this document.
The following table sets forth our consolidated statements of operations for the years ended December 31, 2025 and 2024, and the dollar and percentage change between the two periods:
| For the years ended December 31, | Variance | Variance | |||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
| Revenues, net | $ | 18,219,469 | $ | 10,061,045 | $ | 8,158,424 | 81 | % | |||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization expense shown below) | 5,602,641 | 438,144 | 5,164,497 | 1179 | % | ||||||||||||||||||
| General and administrative | 28,881,858 | 38,804,534 | (9,922,676) | (26) | % | ||||||||||||||||||
| Sales and marketing | 5,965,941 | 8,278,034 | (2,312,093) | (28) | % | ||||||||||||||||||
| Research and development | 3,841,902 | 1,893,782 | 1,948,120 | 103 | % | ||||||||||||||||||
| Depreciation and amortization | 5,887,897 | 2,347,107 | 3,540,790 | 151 | % | ||||||||||||||||||
| Total costs and expenses | 50,180,239 | 51,761,601 | (1,581,362) | (3) | % | ||||||||||||||||||
| Operating loss | (31,960,770) | (41,700,556) | 9,739,786 | (23) | % | ||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Other income, net | 987,983 | 419,050 | 568,933 | 136 | % | ||||||||||||||||||
| Change in fair value of earn-out liabilities | 630,000 | 40,000 | 590,000 | 1475 | % | ||||||||||||||||||
| Change in fair value of warrant liabilities | 8,955,750 | (56,000) | 9,011,750 | (16092) | % | ||||||||||||||||||
| Interest expense, net | (3,509,485) | (2,302,697) | (1,206,788) | 52 | % | ||||||||||||||||||
| Loss before income taxes from continuing operations | (24,896,522) | (43,600,203) | 18,703,681 | (43) | % | ||||||||||||||||||
| Income tax expense | - | (1,600) | 1,600 | (100) | % | ||||||||||||||||||
| Loss from continuing operations | (24,896,522) | (43,601,803) | 18,705,281 | (43) | % | ||||||||||||||||||
| Loss from discontinued operations, net of tax | (11,715,146) | (14,085,486) | 2,370,340 | (17) | % | ||||||||||||||||||
| Net loss | $ | (36,611,668) | $ | (57,687,289) | $ | 21,075,621 | (37) | % | |||||||||||||||
Revenues, net
|
For the years ended December 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Revenues, net: | |||||||||||
| Direct revenue | $ | 2,305,247 | $ | 3,269,740 | |||||||
| Interest income on loans | 2,556,857 | 2,569,061 | |||||||||
| Loan and lease contracts sold, net | 4,483,499 | 4,002,463 | |||||||||
| Lease merchandise revenue | 3,296,775 | - | |||||||||
|
Payment processing revenues (1)
|
5,577,091 | 219,781 | |||||||||
| Total revenues, net | $ | 18,219,469 | $ | 10,061,045 | |||||||
(1) Includes both PSQ Payments and PSQ Impact revenues.
Revenues, net increased by $8.2 million, or 81% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase is primarily related to the launch of PSQ Payments and the addition of lease merchandise revenue, partially offset by a decline in direct revenue.
Cost of Revenue (exclusive of depreciation and amortization)
Cost of revenue (exclusive of depreciation and amortization) increased by $5.2 million, or 1179%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. This growth is primarily attributable to an increase of $4.9 million in transaction fees as a result of the launch of PSQ Payments.
General and Administrative Expenses
General and administrative expenses decreased by $9.9 million, or 26%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was due to a decrease in share-based compensation expense of $5.2 million, a decrease in professional services of $1.9 million, a decrease of employee and contractor compensation and benefits of $1.7 million, and a decrease in transaction costs of $1.1 million. The decrease in share-based compensation expense was primarily driven by a $2.3 million reversal related to a Type III modification realized during the year ended December 31, 2025 caused by a change in role and responsibilities of the former Chief Financial Officer and the reduction of the Company's average stock price during 2025 compared to 2024.
Sales and Marketing Expenses
Sales and marketing expenses decreased by $2.3 million, or 28%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease was due to a $4.5 million decrease in share-based compensation partially offset by an increase in employee compensation and benefits of $2.0 million and an increase in FinTech brand awareness costs of $0.2 million.
Research and Development Expenses
Research and development expenses increased by $1.9 million, or 103%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was due to an increase in employee and contractor compensation and benefits expenses of $2.1 million due to the launch of PSQ Payments and PSQ Impact, partially offset by a decrease of $0.2 million in share-based compensation expense.
Depreciation and Amortization Expense
Depreciation and amortization expense increased $3.5 million, or 151% for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was primarily related to an increase in amortization of capitalized software development costs of $1.8 million and an increase in depreciation of leased assets of $1.6 million.
Other Income, net
Other income, net increased by $0.6 million for year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was due to interest income of $0.4 million earned on the money market accounts and a $0.2 million gain resulting from a settlement on an outstanding payable.
Changes in Fair Value of Earn-out Liabilities
Changes in the fair value of earn-out liabilities increased by $0.6 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was due to a decrease in the fair value of the earn-out liabilities at the end of 2025, as compared to 2024.
Changes in Fair Value of Warrant Liabilities
Changes in the fair value of warrant liabilities increased by $9.0 million for the year ended December 31, 2025, compared to the year ended December 31, 2024. The increase was due to a decrease in the fair value of the warrant liabilities at the end of 2025, as compared to 2024.
Interest Expense, net
Interest expense, net increased by $1.2 million, or 52%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The increase was due to higher outstanding debt on the revolving line of credit for the year ended December 31, 2025 compared to the year ended December 31, 2024, along with a full year of interest paid on the convertible promissory notes.
Income Tax Expense
Income tax expense decreased by an insignificant amount for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Liquidity and Capital Resources
Historically, the Company has financed its operations primarily through equity and debt financings. The Company's primary short-term liquidity requirements consist of funding general working capital needs, operating expenses, and capital expenditures. Longer-term capital needs include continued investment in product development, engineering and compliance resources, and the funding of consumer loan and lease activity.
As of December 31, 2025 and 2024, the Company had cash and cash equivalents, restricted cash, and cash and cash equivalents from discontinued operations of $16.1 million and $36.6 million, respectively. Cash and cash equivalents consist of interest-bearing deposit accounts managed by third-party financial institutions and highly liquid investments with original maturities of one year or less.
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 consolidated financial statements were available to be issued. 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 December 31, 2025.
Management has implemented and continues to implement initiatives intended to reduce cash usage and improve operating efficiency. During the year ended December 31, 2025, the Company realized approximately $14.0 million in year-over-year operating expense savings compared to the prior year, which contributed to reduced cash usage. The Company's Board of Directors and executive team have outlined a plan which reflects the strategic shift to focus exclusively on FinTech operations to improve the Company's cash position and involves a variety of cash management initiatives. The operations plan includes stronger revenues and margin run rate derived from the investments made throughout 2025. This plan is supported by a strong FinTech performance during the last half of 2025 which has continued into 2026. The cash management initiatives include the discontinuation of its brands and marketplace segments, reducing corporate operating expenses, a staff reduction of 35% which occurred from September 2025 through February 2026 and future planned reductions of 19% occurring from March 2026 through June 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, the plan
considers 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.
The Company's future capital requirements will depend on a number of factors including the pace of revenue growth, timing and extent of investments in sales, marketing, and product development, credit performance within our Credova portfolio, and general market conditions. The Company may seek additional financing through equity or debt offerings or other strategic arrangements. There can be no assurance that additional financing will be available to the Company on acceptable terms or at all. If the Company is unable to obtain additional capital when required, its business, financial condition, and results of operations could be materially adversely affected.
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.
In December 2025, the Company completed a registered direct offering for the purchase and sale of an aggregate of 1,800,000 Shares, Pre-Funded Warrants to purchase 5,018,184 shares of Class A Common Stock, and Common Warrants to purchase an aggregate of 8,522,730 shares of Class A Common Stock at a combined offering price of $1.10 per share, for gross proceeds of approximately $7.5 million. The net proceeds from this Offering are being used for general corporate purposes, including working capital and investment in the Company's FinTech operations.
Comparison of the Years Ended December 31, 2025 and 2024
The following table shows our cash flows provided by (used in) operating activities, investing activities and financing activities for the stated periods:
| For the years ended December 31, | |||||||||||||||||
| 2025 | 2024 | Variance | |||||||||||||||
|
Net cash used in operating activities
|
$ | (19,941,398) | $ | (34,128,721) | $ | 14,187,323 | |||||||||||
|
Net cash used in investing activities
|
$ | (10,486,552) | $ | (3,019,388) | $ | (7,467,164) | |||||||||||
|
Net cash provided by financing activities
|
$ | 9,955,662 | $ | 57,291,686 | $ | (47,336,024) | |||||||||||
Net Cash Used in Operating Activities
Net cash used in operating activities for the year ended December 31, 2025 was $19.9 million compared to $34.1 million during the year ended December 31, 2024. The decrease in net cash used in operating activities was due primarily to a decrease of $21.1 million in net loss and an increase in the net cash used by operating assets and liabilities of $5.9 million, partially offset by a decrease in fair value of warrant liabilities of $9.0 million, and a decrease of $3.8 million in non-cash related expenses.
Net Cash Used in Investing Activities
Net cash used in investing activities for the year ended December 31, 2025 was $10.5 million, an increase of $7.5 million from cash used in investing activities of $3.0 million for the year ended December 31, 2024. Net cash used in investing activities for the year ended December 31, 2025 primarily related to $3.8 million of net decrease in loans held for investment, $3.3 million of additions to lease merchandise, $2.9 million of software development costs, and $0.5 million of licensing purchases. Net cash used in investing activities for the year ended December 31, 2024 primarily related to $3.7 million of software development costs partially offset by an increase of $0.5 million of net loans held for investment.
Net Cash Provided by Financing Activities
Net cash provided by financing activities for the year ended December 31, 2025 was $10.0 million compared to $57.3 million net cash provided by financing activities for the year ended December 31, 2024. The decrease was primarily due to a decrease of $31.7 million of net proceeds from the issuance of common stock, net of issuance costs, a decrease of $20.0 million of proceeds from the issuance of convertible notes payable, and an increase of $0.4 million related to taxes paid on
vesting of employee RSUs, partially offset by a an increase of $6.7 million in proceeds from issuances of common stock and pre-funded warrants, net and a net increase of $3.9 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.
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 years ended December 31, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Reconciliation: | |||||||||||
| GAAP operating loss | $ | (31,960,770) | $ | (41,700,556) | |||||||
| Non-GAAP adjustments: | |||||||||||
| Corporate costs not allocated to segments | (6,166,822) | (16,106,785) | |||||||||
| Transaction costs incurred in connection with acquisitions | - | (2,295,502) | |||||||||
| Share-based compensation (exclusive of what is included in transaction costs above) | (10,774,457) | (19,835,744) | |||||||||
| Depreciation and amortization | (5,887,897) | (2,347,107) | |||||||||
| Non-GAAP operating loss | $ | (9,131,594) | $ | (1,115,418) | |||||||
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies and Significant Management Estimates
We prepare our consolidated financial statements in accordance with GAAP. The preparation of 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 consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect the amounts reported in those 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 - Summary of Significant Accounting Policies to our consolidated financial statements for the years ended December 31, 2025 and 2024 included elsewhere in this report.
Emerging Growth Company Status
In April 2012, the JOBS Act was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult.
Smaller Reporting Company Status
Additionally, the Company is a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of common stock held by non-affiliates exceeds $250 million as of the end of that year's second fiscal quarter (if the Company's annual revenues exceeded $100 million during the preceding completed fiscal year), or (ii) the market value of common stock held by non-affiliates equals or exceeds $700 million as of the end of that year's second fiscal quarter. Because the Company takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.
Recent Accounting Pronouncements
See Note 3 - Summary of Significant Accounting Policies, to our consolidated financial statements for the years ended December 31, 2025 and 2024.
PSQ Holdings Inc. published this content on March 17, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 17, 2026 at 11:24 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]