Form 8-K
8-K — PSQ Holdings, Inc.
Accession: 0001104659-26-082646
Filed: 2026-07-10
Period: 2026-07-09
CIK: 0001847064
SIC: 7310 (SERVICES-ADVERTISING)
Item: Material Modifications to Rights of Security Holders
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Submission of Matters to a Vote of Security Holders
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — tm2620162d2_8k.htm (Primary)
EX-3.1 — EXHIBIT 3.1 (tm2620162d2_ex3-1.htm)
EX-10.1 — EXHIBIT 10.1 (tm2620162d2_ex10-1.htm)
EX-99.1 — EXHIBIT 99.1 (tm2620162d2_ex99-1.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 9, 2026
PSQ
Holdings, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
001-40457
86-2062844
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
515
W Aspen Street, Suite
200C
Bozeman, Montana
59715
(Address of principal executive
offices)
(Zip Code)
Registrant’s telephone number, including
area code: (754) 264-8701
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Item 3.03. Material
Modifications to Rights of Security Holders.
The disclosure required
by this Item 3.03 is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02. Departure of Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed under Item 5.07
of this Current Report on Form 8-K, on July 9, 2026, the stockholders of PSQ Holdings, Inc. (the “Company”)
approved the Amended and Restated 2023 Stock Incentive Plan (the “Plan”) to increase the total number of shares of the Company’s
Class A common stock, par value $0.0001 per share (the “Class A common stock”), authorized for issuance under the
Plan by 1,000,000 shares, add provisions for performance-based awards, and make other clarifying updates. The Plan was previously approved
and adopted by the Company’s Board of Directors on May 29, 2026, subject to approval by the Company’s stockholders. A
copy of the Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
disclosed under Item 5.07 of this Current Report on Form 8-K, on July 9, 2026, at the Company’s 2026 annual meeting of stockholders
(the “Annual Meeting”), the stockholders of the Company approved an amendment to the Company’s Restated Certificate
of Incorporation to effect a reverse stock split of the Company’s outstanding Class A common stock at a reverse stock split
ratio ranging from any whole number between 1-for-5 and 1-for-15, subject to and as determined by the Company’s Board of Directors
(the “Reverse Stock Split Proposal”). The Reverse Stock Split Proposal was Proposal 3 in the Company’s definitive proxy
statement for the Annual Meeting filed with the SEC on June 11, 2026. The Company’s Board of Directors determined to effect
the reverse stock split at a final split ratio of 1-for-15 (the “Reverse Stock Split”). On July 10, 2026, the Company
filed a Certificate of Amendment to the Restated Certificate of Incorporation with the Delaware Secretary of State to effect the Reverse
Stock Split, effective at 12:01 a.m. Eastern Time on July 13, 2026 (the “Effective Time”).
At
the Effective Time, each fifteen shares of Class A common stock issued and outstanding immediately prior to the Effective Time will
automatically be reclassified, combined and converted into one validly issued, fully paid and non-assessable share of Class A common
stock, subject to the treatment of fractional share interests as described below. Proportional adjustments will be made to the number
of shares of Class A common stock subject to outstanding equity awards and warrants, as well as the applicable exercise price.
Following
the Effective Time, the Company expects the Class A common stock to continue to be traded on the New York Stock Exchange (“NYSE”)
on a split-adjusted basis when the market opens on July 13, 2026, under a new CUSIP number, 693691 206.
No fractional shares will
be issued in connection with the Reverse Stock Split. Instead, any holder of Class A common stock who would have been entitled to
receive a fractional share of Class A common stock as a result of the Reverse Stock Split will instead receive a cash payment equal
to the product obtained by multiplying (a) the closing price per share of the Company’s Class A common stock on the effective
date for the Reverse Stock Split as reported on the NYSE, after giving effect to the Reverse Stock Split, by (b) the fraction of
the share owned by the stockholder, without interest.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Summary of Proposals Submitted to Stockholders
On July 9, 2026, the
Company held its Annual Meeting. At the Annual Meeting, the following proposals were submitted to the stockholders of the Company, as
set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on June 11, 2026:
Proposal 1:
The election of three directors to serve as Class III directors until the 2029 annual meeting of stockholders.
Proposal 2:
The ratification of the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Proposal 3:
The approval of an amendment to the Company's restated certificate of incorporation to effect a reverse stock split of the Company’s outstanding Class A common stock at a reverse stock split ratio ranging from any whole number between 1-for-5 and 1-for-15, subject to and as determined by the Board of Directors.
Proposal 4:
The approval of the Amended and Restated 2023 Stock Incentive Plan.
Voting Results
On the record date, there
were 49,946,333 shares of the Class A common stock issued and outstanding, entitled to 49,946,333 votes in the aggregate. Of the
49,946,333 votes that were eligible to be cast by the holders of Class A common stock at the Annual Meeting, 29,243,077 votes, or
approximately 58.5% of the total, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast
for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:
Proposal 1: Election of Directors.
The Company’s stockholders
elected the following directors to serve as Class III directors until the 2029 annual meeting of stockholders. The votes regarding
the election of these directors were as follows:
Director Nominee
Votes For
Votes Withheld
Broker Non-Votes
James Celli
11,324,309
414,224
17,504,544
Davis Pilot III
9,691,758
2,046,775
17,504,544
Donald J. Trump Jr.
9,634,177
2,104,356
17,504,544
Proposal 2: Ratification of Appointment of UHY LLP.
The Company’s stockholders
ratified the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2026. The votes regarding this proposal were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
28,137,670
853,729
251,678
-
Proposal 3: Approval of a Reverse Stock Split.
The Company’s stockholders
approved the amendment to the Company's Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding
Class A common stock at a reverse stock split ratio ranging from any whole number between 1-for-5 and 1-for-15, subject to and as
determined by the Board of Directors. The votes regarding this proposal were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
24,368,231
4,555,780
319,066
-
/
Proposal 4: Approval of the Amended and Restated 2023 Stock
Incentive Plan.
The Company’s stockholders
approved the Amended and Restated 2023 Stock Incentive Plan. The votes regarding this proposal were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
7,912,928
3,386,169
439,436
17,504,544
Item 7.01. Regulation
FD Disclosure.
On
July 9, 2026, the Company issued a press release related to the reverse stock split. The press release is attached as Exhibit 99.1
and incorporated into this Item 7.01 by reference.
The information in this
Current Report on Form 8-K under Item 7.01 is being “furnished” and not “filed” with the SEC for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
under such section. Furthermore, such information shall not be deemed incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, unless specifically identified as being incorporated therein by reference.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
3.1
Certificate
of Amendment to the Certificate of Incorporation of PSQ Holdings, Inc., dated July 10, 2026.
10.1
Amended and Restated 2023 Stock Incentive Plan of PSQ Holdings, Inc., effective July 9, 2026
99.1
Press
Release, dated July 9, 2026.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
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 hereunto
duly authorized.
PSQ Holdings, Inc.
Date:
July 10, 2026
By:
/s/
James Giudice
Name:
James Giudice
Title:
Chief Legal Officer
EX-3.1 — EXHIBIT 3.1
EX-3.1
Filename: tm2620162d2_ex3-1.htm · Sequence: 2
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION
OF
PSQ HOLDINGS, INC.
PSQ Holdings, Inc., a
corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),
hereby certifies as follows:
FIRST: By unanimous written consent,
the Board of Directors approved a proposed amendment to the Restated Certificate of Incorporation (the “Certificate of Incorporation”)
of the Corporation and directed that such amendment be submitted to the Corporation’s stockholders for their consideration at the
Corporation’s 2026 annual meeting of stockholders, with a recommendation from the Board of Directors that the stockholders vote
for approval of such amendment.
SECOND: The proposed amendment provides
that the first two paragraphs of Article FOURTH of the Certificate of Incorporation are amended and restated to read as follows:
The total number of shares of all classes
of stock that the Corporation shall have authority to issue is 590,000,000 shares, consisting of (a) 540,000,000 shares of Common
Stock, $0.0001 par value per share (“Common Stock”), which shall be designated into two series consisting of (i) 500,000,000
shares of Class A common stock (the “Class A Common Stock”), and (ii) 40,000,000 shares of Class C common
stock (the “Class C Common Stock” and together with the Class A Common Stock, the “Common Stock”), and
(b) 50,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”). For the avoidance of doubt,
the naming of any series of Common Stock as a “Class” shall not in any manner alter the fact that such series is a series
of capital stock and not a class of capital stock for purposes of the General Corporation Law of the State of Delaware, this Restated
Certificate of Incorporation or the Bylaws. Effective immediately upon the filing of this Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware, each share of Class B Common Stock of the Corporation, par value $0.0001 per share (the
“Prior Class B Common Stock”), that was issued and outstanding immediately prior to the filing of this Restated Certificate
of Incorporation, was automatically, without any further action of the holder thereof or the Corporation, reclassified as, and converted
into, one share of Class A Common Stock. All certificates previously representing shares of Prior Class B Common Stock represent
the corresponding number of shares of Class A Common Stock.
Upon the filing and effectiveness (the
“Reverse Stock Split Effective Time”) pursuant to the General Corporation Law of the State of Delaware of the Certificate
of Amendment to this Restated Certificate of Incorporation, each fifteen (15) shares of Class A Common Stock issued and outstanding
immediately prior to the Reverse Stock Split Effective Time shall, automatically and without any further action on the part of the Corporation
or any of the respective holders thereof, be reclassified, combined and converted into one (1) fully paid and nonassessable share
of Class A Common Stock (the “Reverse Stock Split”), subject to the treatment of fractional share interests as described
below. The reclassification of the Class A Common Stock shall be deemed to occur at the Reverse Stock Split Effective Time. From
and after the Reverse Stock Split Effective Time, certificates representing Class A Common Stock prior to such reclassification shall
represent the number of shares of Class A Common Stock into which such Class A Common Stock prior to such reclassification shall
have been reclassified pursuant to the Certificate of Amendment. No fractional shares shall be issued in connection with the Reverse Stock
Split and, in lieu thereof, any stockholder who would otherwise be entitled to receive a fractional share of Class A Common Stock
shall instead be entitled to receive a cash payment equal to the product obtained by multiplying (a) the closing price per share
of the Class A Common Stock on the Reverse Stock Split Effective Date as reported on The New York Stock Exchange, after giving effect
to the Reverse Stock Split, by (b) the fraction of the share owned by the stockholder, without interest.
1
The following is a statement of the
designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof in respect of each class
of capital stock of the Corporation.
THIRD: Pursuant to Section 242
of the General Corporation Law of the State of Delaware, at the Corporation’s 2026 annual meeting of stockholders, duly called and
held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, the necessary number of
shares as required by statute were voted in favor of the amendment.
FOURTH: The foregoing amendment was
duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
FIFTH: The foregoing amendment shall
be effective as of 12:01 a.m. Eastern Time on July 13, 2026.
[Signature on Following Page]
2
IN WITNESS WHEREOF,
the Corporation has caused this Certificate of Amendment to be signed by the authorized officer named below, this 10th day
of July, 2026.
By:
/s/
Dusty Wunderlich
Name:
Dusty Wunderlich
Title:
Chief Executive Officer
PSQ Holdings, Inc. | Certificate of Amendment to the Amended and Restated Certificate of Incorporation
Signature Page
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2620162d2_ex10-1.htm · Sequence: 3
Exhibit 10.1
PSQ HOLDINGS, INC.
AMENDED AND RESTATED 2023 STOCK INCENTIVE PLAN
1. Purpose
The purpose of this Amended
and Restated 2023 Stock Incentive Plan (the “Plan”) of PSQ Holdings, Inc., a Delaware corporation (the “Company”),
is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate
persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities
and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders.
Except where the context otherwise requires, the term “Company” shall include any of the Company’s present
or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and
any regulations thereunder (the “Code”) and any other business venture (including, without limitation, joint
venture or limited liability company) in which the Company has a controlling interest (“Affiliates”), as determined
by the Board of Directors of the Company (the “Board”).
2. Eligibility
All of the Company’s
employees, officers and directors, as well as consultants and advisors to the Company (as the terms consultants and advisors are defined
and interpreted for purposes of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”),
or any successor form) (“Service Providers”, and “Service” means the provision of
services by a Participant to the Company or any Affiliate in any Service Provider capacity) are eligible to be granted Awards (as defined
below) under the Plan. Each person who is granted an Award under the Plan is deemed a “Participant.” “Award”
means a grant under the Plan of Options (as defined in Section 5), SARs (as defined in Section 6), Restricted Stock (as defined in Section
7), Restricted Stock Units (as defined in Section 7) and Other Stock-Based Awards (as defined in Section 8). Except as otherwise provided
by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical,
and the Committee (as defined in Section 3(a)) need not treat Participants uniformly.
3. Administration and Delegation
(a) Administration.
The Plan will be administered by a committee of the Board consisting of two or more non-employee directors designated by the Board, each
member of which shall be (i) an independent director within the meaning of applicable stock exchange rules and regulations and (ii) a
non-employee director within the meaning of Exchange Act Rule 16b-3, which shall be the Compensation Committee of the Board (the “Committee”)
unless otherwise specified by the Board. The Committee shall have authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable. The Committee may construe and interpret the terms of
the Plan and any Award agreements entered into under the Plan. The Committee may correct any defect, supply any omission or reconcile
any inconsistency in the Plan or any Award. All actions and decisions by the Committee with respect to the Plan and any Awards shall be
made in the Committee’s discretion and shall be final and binding on all persons having or claiming any interest in the Plan or
in any Award.
(b) Appointment of Committees.
To the extent permitted by applicable law, the Committee may delegate any or all of its powers under the Plan to one or more subcommittees.
All references in the Plan to the “Committee” shall mean the Committee, or the Delegated Persons referred to
in Section 3(c), to the extent that the Committee’s powers or authority under the Plan have been delegated to such Delegated Persons.
(c) Delegation to Delegated
Persons. Subject to any requirements of applicable law (including as applicable Sections 152(b) and 157(c) of the General Corporation
Law of the State of Delaware), the Committee may, by resolution, delegate to one or more persons (including officers of the Company) or
bodies (such persons or bodies, the “Delegated Persons”) the power to grant Awards (subject to any limitations
under the Plan) to eligible service providers of the Company and to exercise such other powers under the Plan as the Committee may determine,
provided that the Committee shall fix: (i) the maximum number of Awards, and the maximum number of shares issuable upon exercise thereof,
that may be issued by such Delegated Persons, (ii) the time period during which such Awards, and during which the shares issuable upon
exercise thereof, may be issued, and (iii) the minimum amount of consideration (if any) for which such Awards may be issued, and a minimum
amount of consideration for the shares issuable upon exercise thereof; and provided further, that no Delegated Person shall be authorized
to grant Awards to ; and provided further, that no Delegated Person shall be authorized to grant Awards to any Service Provider who is
subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to
the Company.
4. Stock Available for Awards
(a) Number of Shares; Share
Counting.
(1) Authorized Number of
Shares. Subject to adjustment under Section 10, Awards may be made under the Plan for up to such number of shares of Class A common
stock, $0.0001 par value per share, of the Company (the “Class A Common Stock”) as is equal to the sum of:
(A) 11,395,205 shares of Class
A Common Stock; plus
(B) an annual increase to
be added on the first day of each fiscal year, commencing on January 1, 2027 and continuing for each fiscal year until, and including,
January 1, 2033, equal to the lesser of (i) the number of shares of Common Stock equal to 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.
Shares issued under the Plan may consist of authorized
but unissued shares or treasury shares.
(2) Additional Earnout Share
Pool. Subject to adjustment under Section 10, Awards may be made for up to an additional 2,700,000 shares of Class A Common Stock
(the “Earnout Pool”). Awards from the Earnout Pool shall be Earnout Equity Awards (as defined in the Agreement
and Plan of Merger by and among the Company, Colombier-Liberty Acquisition, Inc., Colombier Sponsor, LLC and PSQ Holdings, Inc., dated
as of February 27, 2023 (the “Merger Agreement”)) and shall be granted solely and exclusively to Deemed Equity Holders
(as defined in the Merger Agreement) in accordance with the terms of the Merger Agreement. The terms of any Awards granted from the Earnout
Pool shall be determined by the Board or Committee at the time of grant. The Earnout Pool shall be in addition to and shall not reduce
the number of shares authorized for issuance under Section 4(a)(1) hereof and any shares of Class A Common Stock subject to Awards made
from the Earnout Pool that become available again for the grant of Awards pursuant to Section 4(a)(3) hereof, shall only become available
again under the Earnout Pool and shall not increase the number of shares authorized for issuance under Section 4(a)(1) hereof. In the
event no Earnout Shares are released in accordance with the terms of the Merger Agreement, the Earnout Pool shall expire and be of no
further force or effect. Shares issued under the Earnout Pool may consist of authorized but unissued shares or treasury shares.
(3) Share Counting. For
purposes of counting the number of shares available for the grant of Awards under the Plan under this Section 4(a):
(A) all shares of Class A
Common Stock covered by SARs shall be counted against the number of shares available for the grant of Awards under the Plan; provided,
however, that (i) SARs that may be settled only in cash shall not be so counted and (ii) if the Company grants an SAR in tandem with
an Option for the same number of shares of Class A Common Stock and provides that only one such Award may be exercised (a “Tandem
SAR”), only the shares covered by the Option, and not the shares covered by the Tandem SAR, shall be so counted, and the
expiration of one in connection with the other’s exercise will not restore shares to the Plan;
(B) to the extent a Restricted
Stock Unit or Other Stock-Based Award may be settled only in cash, no shares shall be counted against the shares available for the grant
of Awards under the Plan;
(C) if any Award (i) expires
or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result
of shares of Class A Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a
contractual repurchase right) or (ii) results in any Class A Common Stock not being issued (including as a result of an Award that was
settleable either in cash or in stock actually being settled in cash), the unused Class A Common Stock covered by such Award shall again
be available for the grant of Awards other than Incentive Stock Options; provided, however, that in the case of the exercise of
an SAR, the number of shares counted against the shares available under the Plan shall be the full number of shares subject to the SAR
multiplied by the percentage of the SAR actually exercised, regardless of the number of shares actually used to settle such SAR upon exercise
and (3) the shares covered by a Tandem SAR shall not again become available for grant upon the expiration or termination of such Tandem
SAR; and
(D) shares of Class A Common
Stock delivered (by actual delivery, attestation, or net exercise) to the Company by a Participant to (i) purchase shares of Class A Common
Stock upon the exercise of an Award or (ii) satisfy tax withholding obligations with respect to Awards (including shares retained from
the Award creating the tax obligation) shall be added back to the number of shares available for the future grant of Awards;
provided, however, that any shares of Class A
Common Stock underlying Awards granted from the share reserve set forth in Section 4(a)(1) of the Plan may replenish only the share reserve
set forth in Section 4(a)(1), and any shares of Class A Common Stock underlying Awards granted from the Earnout Pool may replenish only
the share reserve in the Earnout Pool.
(b) Substitute Awards.
In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an
entity, the Committee may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity or
an affiliate thereof. Substitute Awards may be granted on such terms as the Committee deems appropriate in the circumstances, notwithstanding
any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit set forth in Section
4(a)(1) or the share limit set forth in Section 4(a)(2) or any sublimit contained in the Plan, except as may be required by reason of
Section 422 and related provisions of the Code.
(c) Limit on Awards to
Non-Employee Directors. The maximum aggregate value (calculated based on grant date fair value for financial reporting purposes) of
Awards granted in any calendar year, together with the amount of any cash fees or retainers paid during such calendar year, to any individual
non-employee director in his or her capacity as a non-employee director shall not exceed $750,000; provided, however, that such maximum
aggregate amount shall not exceed $950,000 in any calendar year for any individual non-employee director in such non-employee director’s
initial year of service; and provided, further, however, that fees paid by the Company on behalf of any non-employee director in connection
with regulatory compliance and any amounts paid to a non-employee director as reimbursement of an expense shall not count against the
foregoing limit. The Board may make additional exceptions to this limit for individual non-employee directors in extraordinary circumstances,
as the Board may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate
in the decision to award such compensation. For the avoidance of doubt, this limitation shall not apply to cash or Awards granted to the
non-employee director in his or her capacity as an advisor or consultant to the Company.
5. Stock Options
(a) General. The Committee
may grant options to purchase Class A Common Stock (each, an “Option”) and determine the number of shares of
Class A Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to
the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or
advisable.
(b) Incentive Stock Options.
An Option that the Committee intends to be an “incentive stock option” as defined in Section 422 of the Code (an “Incentive
Stock Option”) shall only be granted to employees of PSQ Holdings, Inc., any of PSQ Holdings, Inc.’s present or future
Affiliates, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be
subject to and shall be construed consistently with the requirements of Section 422 of the Code. An Option that is not intended to be
an Incentive Stock Option shall be designated a “Nonstatutory Stock Option.” The Company shall have no liability
to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive
Stock Option or if the Company converts an Incentive Stock Option to a Nonstatutory Stock Option. Subject to adjustment under Section
10, up to 5,700,000 shares of Class A Common Stock available for issuance under the Plan may be issued as Incentive Stock Options; provided
that 2,700,000 shares out of this 5,700,000 total may only be granted as Earnout Equity Awards.
(c) Exercise Price.
The Committee shall establish the exercise price of each Option or the formula by which such exercise price will be determined. The exercise
price shall be specified in the applicable option agreement. The exercise price shall not be less than 100% of the Fair Market Value (as
defined below) on the date on which the Committee approves the grant of an Award under the Plan or such later date as may be specified
by the Committee on the date the Committee approves the Award (the “Grant Date”) of the Class A Common Stock
on the Grant Date. “Fair Market Value” of a share of Class A Common Stock as of a particular date for purposes
of the Plan will be determined as follows:
(1) if the Class A Common Stock
trades on a national securities exchange, the closing sale price (for the primary trading session) on such date; or
(2) if the Class A Common Stock
does not trade on any such exchange, the average of the closing bid and asked prices on such date as reported by an over-the-counter marketplace
designated by the Committee; or
(3) if the Class A Common Stock
is not publicly traded, the Committee will determine the Fair Market Value for purposes of the Plan using any measure of value it determines
to be reasonable (including, as it considers appropriate, relying on appraisals) in a manner consistent with the valuation principles
under Section 409A of the Code or any successor provision thereto, and the regulations thereunder (“Section 409A”).
For any date that is not a trading day, the Fair
Market Value of a share of Class A Common Stock for such date will be determined as if the Grant Date is the immediately preceding trading
day.
(d) Duration of Options.
Each Option shall be exercisable at such times and subject to such terms and conditions as the Committee may specify in the applicable
Option agreement; provided, however, that no Option will be granted with a term in excess of 10 years.
(e) Exercise of Options.
Options may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic, and which may be provided
to a third- party equity plan administrator) approved by the Committee, together with payment in full (in the manner specified in Section
5(f)) of the exercise price for the number of shares for which the Option is exercised. Shares of Class A Common Stock subject to the
Option will be delivered by the Company as soon as practicable following exercise.
(f) Payment Upon Exercise.
Class A Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for in cash or by check, payable to
the order of the Company, or in such other manner as the Committee may permit in the applicable Option agreement or otherwise, which may
include:
(1) by payment under a broker-assisted sale and remittance program;
(2) by delivery (either by actual
delivery or attestation) of shares of Class A Common Stock owned by the Participant valued at their Fair Market Value, provided (i) such
method of payment is then permitted under applicable law, (ii) such Class A Common Stock, if acquired directly from the Company, was owned
by the Participant for such minimum period of time, if any, as may be established by the Committee and (iii) such Class A Common Stock
is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;
(3) by delivery of a notice
of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the
portion of the Option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion
of the Option being exercised divided by (B) the Fair Market Value of the Class A Common Stock on the date of exercise;
(4) by payment of such other
lawful consideration as the Committee may determine; or
(5) by any combination of the
above permitted forms of payment;
provided, however, that no Participant who is
a director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted
to pay the exercise price of an Option, or continue any extension of credit with respect to the exercise price of an Option, with a loan
from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.
(g) No Reload Options.
No Option granted under the Plan shall contain any provision entitling the Participant to the automatic grant of additional Options in
connection with any exercise of the original Option.
(h) No Dividend Equivalents.
No Option shall provide for the payment or accrual of dividend equivalents.
6. Stock Appreciation Rights
(a) General. The Committee
may grant Awards consisting of stock appreciation rights (“SARs”) entitling the holder, upon exercise, to receive
an amount of Class A Common Stock or cash or a combination thereof (such form to be determined by the Committee) determined by reference
to appreciation in the Fair Market Value of a share of Class A Common Stock from the Grant Date to the exercise date.
(b) Measurement Price.
The Committee shall establish the measurement price of each SAR and specify it in the applicable SAR agreement. The measurement price
shall not be less than 100% of the Fair Market Value of the Class A Common Stock on the Grant Date.
(c) Duration of SARs.
Each SAR shall be exercisable at such times and subject to such terms and conditions as the Committee may specify in the applicable SAR
agreement; provided, however, that no SAR will be granted with a term in excess of 10 years.
(d) Exercise of SARs.
SARs may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company,
together with any other documents required by the Committee.
(e) No Reload SARs.
No SAR granted under the Plan shall contain any provision entitling the Participant to the automatic grant of additional SARs in connection
with any exercise of the original SAR.
(f) No Dividend Equivalents.
No SAR shall provide for the payment or accrual of dividend equivalents.
7. Restricted Stock; Restricted Stock Units
(a) General. The Committee
may grant issue Awards of shares of Class A Common Stock (“Restricted Stock”), subject to the right of the Company
to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares
if issued at no cost) from the recipient in the event that conditions specified by the Committee in the applicable Award are not satisfied
prior to the end of the applicable restriction period or periods established by the Committee for such Award. The Committee may also grant
Awards entitling the recipient to receive shares of Class A Common Stock or the cash value of shares of Class A Common Stock, subject
to such vesting and performance conditions and other restrictions or limitations as may be set forth in this Plan and the applicable Award
agreement (“Restricted Stock Units”). The Committee shall determine the terms and conditions of a Restricted
Stock or Restricted Stock Unit Award, including the conditions for vesting and repurchase (or forfeiture).
(b) Additional Provisions
Relating to Restricted Stock.
(1) Dividends. Any dividends
(whether paid in cash, stock or property) declared and paid by the Company with respect to shares of Restricted Stock (“Unvested
Dividends”) shall be paid to the Participant only if and when such shares become free from the restrictions on transferability
and forfeitability that apply to such shares. Each payment of Unvested Dividends will be made no later than the end of the calendar year
in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the lapsing
of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares of Restricted Stock. No interest
will be paid on Unvested Dividends.
(2) Stock Certificates/Issuance.
The Company may require that any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions
paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the
Company (or its designee) or, alternatively, that such shares be issued in book entry only, in the name of the Participant with appropriate
transfer and forfeiture restrictions. At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver
the certificates no longer subject to such restrictions (or, to the extent the Restricted Stock was issued in book entry, remove the restrictions)
to the Participant or, if the Participant has died, to his or her Designated Beneficiary (as defined below).
(d) Additional Provisions
Relating to Restricted Stock Units.
(1) Settlement. Upon
the vesting of, meeting the relevant performance conditions, and/or lapsing of any other restrictions with respect to each Restricted
Stock Unit, the Participant shall be entitled to receive from the Company (i.e., settlement) the number of shares of Class A Common Stock
specified in the Award agreement or (if so provided in the applicable Award agreement or otherwise determined by the Committee) an amount
of cash equal to the fair market value (valued in the manner determined or approved by the Committee) of such number of shares or a combination
thereof at the time specified in the Award agreement. The Committee may provide that settlement of Restricted Stock Units shall be deferred,
on a mandatory basis or at the election of the Participant, in a manner that complies with Section 409A of the Code.
(2) Stockholder Rights.
A Participant shall have no voting or other stockholder rights with respect to any Restricted Stock Units.
(3) Dividend Equivalents.
No dividends or dividend equivalents will accrue or be paid with respect to Restricted Stock Units unless the Award agreement for Restricted
Stock Units provides Participants with the right to receive an amount equal to any dividends or other distributions declared and paid
on an equal number of outstanding shares of Class A Common Stock (“Dividend Equivalents”). Dividend Equivalents
may be settled in cash and/or shares of Class A Common Stock, as provided in the Award agreement, and shall be subject to the same restrictions
on transfer and forfeitability as the Restricted Stock Units with respect to the underlying Awards. No interest will be paid on Dividend
Equivalents.
8. Other Stock-Based Awards
(a) General. The Committee
may grant other Awards of shares of Class A Common Stock, and other Awards that are valued in whole or in part by reference to, or are
otherwise based on, shares of Class A Common Stock or other property (“Other Stock-Based Awards”). Such Other
Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment
in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Class A Common
Stock or cash, as the Committee shall determine.
(b) Terms and Conditions.
Subject to the provisions of the Plan, the Committee shall determine the terms and conditions of each Other Stock-Based Award, including
any purchase price applicable thereto.
(c) Dividend Equivalents.
The Award agreement for an Other Stock-Based Award may provide Participants with the right to receive Dividend Equivalents. Dividend Equivalents
will be credited to an account for the Participant, may be settled in cash and/or shares of Class A Common Stock as set forth in the Award
agreement and shall be subject to the same restrictions on transfer and forfeitability as the Other Stock-Based Award with respect to
which paid. No interest will be paid on Dividend Equivalents.
9. Performance-Based Awards.
Any Award may be conditioned
on the achievement of specified performance goals (a “Performance-Based Award”). An Award may be granted as
a Performance-Based Award if the Committee establishes one or more measures of corporate, business unit or individual performance which
must be attained, and the performance period over which the specified performance is to be attained, as a condition to the grant, vesting,
exercisability, lapse of restrictions and/or settlement in cash or shares of Class A Common Stock of such Award. In connection with any
Performance-Based Award, the Committee shall determine the extent to which performance measures have been attained and other applicable
terms and conditions have been satisfied, and the degree to which the grant, vesting, exercisability, lapse of restrictions and/or settlement
of such Performance-Based Award has been earned. The Committee shall also have the authority to modify a performance period and/or adjust
or waive the achievement of performance goals or measures for a Performance-Based Award.
10. Adjustments for Changes in Class A Common Stock and Certain
Other Events
(a) Changes in Capitalization.
In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares,
spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Class A Common Stock other
than an ordinary cash dividend, (i) the number and class of securities available under the Plan, and the number and class of securities
available for issuance under the Plan that may be issued as Incentive Stock Options under the Plan, (ii) the share counting rules set
forth in Section 4(a), (iii) the number and class of securities and exercise or measurement price per share of each outstanding Option
or SAR, and (iv) the number of shares subject to and the repurchase price per share subject to each other outstanding Award, shall be
equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Committee. Without
limiting the generality of the foregoing, in the event the Company effects a split of the Class A Common Stock by means of a stock dividend
and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of
the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect
to the shares of Class A Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding
as of the close of business on the record date for such stock dividend. No adjustment shall be made pursuant to this Section 10(a) in
a manner that would cause an Incentive Stock Option to violate Section 422(b) of the Code or cause an Award to be subject to adverse tax
consequences under Section 409A.
(b) Reorganization Events.
(1) Definition. A “Reorganization
Event” shall mean: (a) any merger or consolidation of the Company with or into another entity as a result of which all of
the Class A Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or
is cancelled, (b) any transfer or disposition of all of the Class A Common Stock of the Company for cash, securities or other property
pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company.
(2) Consequences of a Reorganization
Event on Awards.
(A) In connection with a Reorganization
Event, the Committee may, but shall not be obligated to, take any one or more of the following actions as to all or any (or any portion
of) outstanding Awards on such terms as the Committee determines (except to the extent specifically provided otherwise in an applicable
Award agreement or another agreement between the Company and the Participant):
(i) provide that such Awards shall be
assumed, converted or substantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), with the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards
previously granted hereunder as determined by the Committee in its sole discretion; provided that any assumption, conversion or substitution
of an Option or SAR must be done in a manner consistent with Section 409A of the Code (and Section 424 of the Code if the Award is an
Incentive Stock Option),
(ii) upon written notice to a Participant,
provide that all of the Participant’s unvested Awards will be forfeited immediately prior to the consummation of such Reorganization
Event and/or that all of the Participant’s unexercised Awards will terminate immediately prior to the consummation of such Reorganization
Event unless exercised by the Participant (to the extent then exercisable) within a specified period following the date of such notice,
(iii) provide that outstanding Awards
shall become vested, exercisable, realizable or deliverable, or restrictions applicable to an Award shall lapse, in whole or in part,
prior to or upon such Reorganization Event,
(iv) cancel outstanding Awards for cash
payment of fair value of the underlying Class A Common Stock (as determined in the sole discretion of the Committee) which, in the case
of Options and SARs, may equal the excess, if any, of value of the consideration to be paid in the Reorganization Event transaction to
holders of Class A Common Stock (the “Acquisition Price”) (or, if no consideration is paid in any such transaction,
the Fair Market Value of the Shares subject to such Options or SARs) over the aggregate exercise of such Options or measurement price
of such SARs; provided, that if the Acquisition Price or Fair Market Value per share (as determined by the Committee) does not
exceed the exercise or measurement price of such Option or SAR, then the Option or SAR shall be canceled without any payment of consideration
therefor,
(v) provide that, in connection with
a liquidation or dissolution of the Company, Awards shall convert into the right to receive liquidation proceeds (if applicable, net of
the exercise, measurement or purchase price thereof and any applicable tax withholdings), and
(vi) any combination of the foregoing.
In taking any of the actions permitted under this
Section 10(b)(2)(A), the Committee shall not be obligated by the Plan to treat all Awards, all Awards held by a Participant, or all Awards
of the same type, identically.
(B) Notwithstanding the terms
of Section 10(b)(2)(A), to the extent required to avoid accelerated income recognition and/or tax penalties under Section 409A of the
Code, if the applicable Award agreement provides that the payment date of an Award is determined solely by reference to a Reorganization
Event, then no Reorganization Event will be deemed to have occurred upon an event described in Section 10(b)(1) unless the event would
also constitute a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i).
11. General Provisions Applicable to Awards
(a) Transferability of
Awards. Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by a Participant, either voluntarily or by
operation of law, except by will or the laws of descent and distribution or, other than in the case of an Incentive Stock Option, pursuant
to a qualified domestic relations order, and, during the life of the Participant, shall be exercisable only by the Participant; provided,
however, that, except with respect to Incentive Stock Options, the Committee may permit or provide in an Award for the gratuitous
transfer of the Award by the Participant to or for the benefit of any immediate family member, family trust or other entity established
for the benefit of the Participant and/or an immediate family member thereof if the Company would be eligible to use a Form S-8 under
the Securities Act for the registration of the sale of the Class A Common Stock subject to such Award to such proposed transferee; provided
further, that the Company shall not be required to recognize any such permitted transfer until such time as such permitted transferee
shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company
confirming that such transferee shall be bound by all of the terms and conditions of the Award. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees. For the avoidance of doubt, nothing contained in this Section
11(a) shall be deemed to restrict a transfer to the Company.
(b) Documentation.
Each Award shall be evidenced in such form (written, electronic or otherwise) as the Committee shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.
(c) Termination of Status.
The Committee shall determine, subject to the limits set forth in Section 11(a), the effect on an Award of the disability, death, or other
Separation from Service, authorized leave of absence or other change in the Service status of a Participant and the extent to which, and
the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary,
may exercise rights or receive any benefits under the Award. Except as otherwise provided in this Plan or an Award agreement, Service
shall not be deemed terminated in the case of (i) transfers among the Company and any Affiliates in any Service Provider capacity; or
(ii) any change in status so long as the individual remains in the Service of the Company or any Affiliate in any Service Provider capacity
(d) Designation
of a Beneficiary. To the extent permitted by the Committee, a Participant may designate a beneficiary or beneficiaries (“Designated
Beneficiary”) to exercise any Award or receive a payment under any Award that is exercisable or payable on or after the
Participant’s death. Any such designation shall be on a form and in a manner approved by the Committee and shall be effective upon
its receipt by the Company. In the absence of an effective designation by a Participant, the Participant’s estate will be the Designated
Beneficiary.
(e) Withholding. The
Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the
Company will deliver shares of Class A Common Stock or otherwise recognize ownership of Class A Common Stock under an Award. The Company
may elect to satisfy its withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot
withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker
tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue
any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price,
unless the Company determines otherwise. If provided for in an Award or approved by the Committee, a Participant may satisfy the tax obligations
in whole or in part by delivery (either by actual delivery or attestation) of shares of Class A Common Stock, including shares retained
from the Award creating the tax obligation, valued at their fair market value (valued in the manner determined or approved by the Company);
provided, however, except as otherwise provided by the Committee, that the total tax withholding where stock is being used
to satisfy such tax obligations cannot exceed the Company’s maximum statutory withholding obligations (based on maximum statutory
withholding rates for federal, state and local tax purposes, including payroll taxes, that are applicable to such supplemental taxable
income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other
similar requirements.
(f) Amendment of Award.
Except as otherwise provided in Section 10(h) with respect to repricings and Section 11(d) with respect to actions requiring stockholder
approval, the Committee may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of vesting, exercise or realization, and converting an Incentive Stock Option
to a Nonstatutory Stock Option. The Participant’s consent to such action shall be required unless (i) the Committee determines that
the action, taking into account any related action, does not as a whole materially and adversely affect the Participant’s rights
under the Plan, (ii) the change is permitted under Section 10, or (iii) such amendment is necessary to comply with applicable law or stock
exchange rules. The Committee may at any time provide that any Award shall become immediately vested, exercisable in whole or in part,
free from some or all restrictions or conditions, or otherwise realizable in whole or in part, as the case may be.
(g) Conditions on Delivery
of Stock. The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the Plan or to remove restrictions
from shares previously issued or delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction
of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery
of such shares have been satisfied, including any applicable securities laws and regulations and any applicable rules and regulations
of the New York Stock Exchange or any other exchange or marketplace on which the Company stock is listed or traded (the “Exchange”)
and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate
to satisfy the requirements of any applicable laws, rules or regulations.
(h) Limitation on Repricing.
Unless such action is approved by the Company’s stockholders, the Company may not (except as provided for under Section 10): (1)
amend any outstanding Option granted under the Plan to provide an exercise price per share that is lower than the then-current exercise
price per share of such outstanding Option, (2) amend any outstanding SAR granted under the Plan to provide a measurement price per share
that is lower than the then-current measurement price per share of such outstanding Option, (3) cancel any outstanding option or SAR (whether
or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than substitute Awards granted pursuant
to Section 4(b)) covering the same or a different number of shares of Class A Common Stock and having an exercise or measurement price
per share lower than the then-current exercise or measurement price per share of the cancelled option or SAR, (4) cancel in exchange for
a cash payment any outstanding Option or SAR with an exercise or measurement price per share above the then-current Fair Market Value
of the Class A Common Stock, or (5) take any other action under the Plan that constitutes a “repricing” within the meaning
of the rules of the Exchange.
12. Miscellaneous
(a) No Right To Employment
or Service. No person shall have any claim or right to be granted an Award by virtue of the adoption of the Plan, and the grant of
an Award shall not be construed as giving a Participant the right to continued Service with the Company. The Company expressly reserves
the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the
Plan, except as expressly provided in the applicable Award.
(b) No Rights As Stockholder;
Clawback Policy. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Class A Common Stock to be issued with respect to an Award until becoming the record holder
of such shares. Awards and any compensation associated therewith are subject to recoupment, forfeiture, recovery or other action pursuant
to any compensation recovery policy adopted by the Committee or the Committee at any time, as amended from time to time, which includes
but is not limited to any compensation recovery policy adopted by the Committee or the Committee in response to the requirements of Section
10D of the Exchange Act, the SEC’s final rules thereunder, and applicable listing rules or other rules and regulations implementing
the foregoing or as otherwise required by law or stock exchange. Any Award agreement will be automatically and unilaterally amended to
comply with any such compensation recovery policy.
(c) Effective Date and
Term of Plan. The Plan became effective July 19, 2023 (the “Effective Date”), which shall be considered
the date of its adoption for purposes of Treasury Regulation §1.422-2(b)(2)(i). The Committee approved this amendment and restatement
of the Plan on May 29, 2026, subject to stockholder approval. If the Company’s stockholders fail to approve the amended and restated
Plan by December 31, 2026, the amended and restated Plan will be of no effect, and the prior terms of the Plan will apply. No Awards shall
be granted under the Plan after the expiration of 10 years from the Effective Date, but Awards previously granted may extend beyond that
date.
(d) Amendment of Plan.
The Committee may amend, suspend or terminate the Plan or any portion thereof at any time, provided that no amendment that would require
stockholder approval under the rules of the Exchange may be made effective unless and until the Company’s stockholders approve such
amendment. In addition, if at any time the approval of the Company’s stockholders is required as to any other modification or amendment
under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, the Committee may not effect such modification
or amendment without such approval. Unless otherwise specified in the amendment, any amendment to the Plan adopted in accordance with
this Section 11(d) shall apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time the amendment is
adopted, provided the Committee determines that such amendment, taking into account any related action, does not materially and adversely
affect the rights of Participants under the Plan, or is necessary to comply with applicable law or stock exchange rules. No Award shall
be made that is conditioned upon stockholder approval of any amendment to the Plan unless the Award provides that (i) it will terminate
or be forfeited if stockholder approval of such amendment is not obtained within no more than 12 months from the Grant Date and (ii) it
may not be exercised or settled (or otherwise result in the issuance of Class A Common Stock) prior to such stockholder approval.
(e) Authorization of Sub-Plans
(including for Grants to non-U.S. Employees). The Committee may, from time to time, establish one or more sub-plans under the Plan
for purposes of satisfying applicable securities, tax or other laws of various jurisdictions. The Committee shall establish such sub-plans
by adopting supplements to the Plan containing (i) such limitations on the Committee’s discretion under the Plan as the Committee
deems necessary or desirable or (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Committee shall
deem necessary or desirable. All supplements adopted by the Committee shall be deemed to be part of the Plan, but each supplement shall
apply only to Participants within the affected jurisdiction and the Company shall not be required to provide copies of any supplement
to Participants in any jurisdiction which is not the subject of such supplement.
(f) Compliance with Section
409A. It is intended that all Awards under the Plan will be exempt from, or will comply with, Section 409A, and to the maximum extent
permitted, the Awards and the Plan will be interpreted and administered in accordance with this intent. Each amount to be paid or benefit
to be provided under an Award shall be construed as a separate and distinct payment for purposes of Section 409A. If payment under an
Award is to be made within a designated period that does not begin and end within one calendar year, the Participant does not have a right
to designate the taxable year of the payment. Without limiting the foregoing and notwithstanding anything contained herein to the contrary,
to the extent required to avoid accelerated income recognition and/or tax penalties under Section 409A: (i) if any amount is payable under
an Award upon a termination of Service, a termination of Service will be deemed to have occurred only at such time as the Participant
has experienced a Separation from Service, and (ii) if the Participant is a specified employee as defined in Treasury Regulation §
1.409A-1(i) (“Specified Employee”), and if any amount shall be payable with respect to any Award as a result
of the Participant’s Separation from Service, then no payment shall be made, except as permitted under Section 409A, prior to the
first business day after the earlier of (A) the date that is six months after the Participant’s Separation from Service or (B) the
Participant’s death. Unless the Committee has adopted a specified employee identification policy as contemplated by Section 409A,
Specified Employees will be identified by the Board in its discretion in accordance with the default provisions specified under Section
409A.
The Company makes no representations or warranties
and shall have no liability to the Participant or any other person if any provisions of or payments, compensation, or other benefits under
the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A but do not satisfy the conditions of
that section.
(g) Limitations on Liability.
Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, employee or agent of the Company will be
liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred
in connection with the Plan, nor will such individual be personally liable with respect to the Plan because of any contract or other instrument
such individual executes in his or her capacity as a director, officer, employee or agent of the Company. The Company will indemnify and
hold harmless each director, officer, employee or agent of the Company to whom any duty or power relating to the administration or interpretation
of the Plan has been or will be delegated, against any cost or expense (including attorneys’ fees) or liability (including any sum
paid in settlement of a claim with the Committee’s approval) arising out of any act or omission to act concerning the Plan unless
arising out of such person’s own fraud or bad faith.
(h) Governing Law.
The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State
of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction
other than the State of Delaware.
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2620162d2_ex99-1.htm · Sequence: 4
Exhibit 99.1
PSQ Holdings Announces 1-For-15 Reverse Stock Split
1-for-15 Reverse Stock Split Intended to
Align Share Price with Fintech Peers and Institutional Ownership Thresholds
Company Expected to Regain Compliance with
the NYSE’s Minimum Share Price Requirement and Satisfy the $1.00 Price Criterion for Russell US Index Eligibility
Trading on Split-Adjusted Basis Expected
to Begin on July 13, 2026
BOZEMAN, MT, July 9, 2026–PSQ Holdings, Inc.
(NYSE: PSQH) (the “Company” or “PSQ Holdings”) today announced that a 1-for-15 reverse stock split of the Company’s
Class A common stock will become effective on July 13, 2026. The Company's Class A common stock will begin trading on a
split-adjusted basis at the opening of the market on July 13, 2026, under the existing ticker symbol “PSQH” and a new
CUSIP number, 693691 206.
“Over the past year, we rebuilt this company into a focused,
growing fintech, and the share structure simply needs to catch up,” said Dusty Wunderlich, Chairman and Chief Executive Officer
of PSQ Holdings. “This is a structural cleanup, plain and simple. It changes nothing about our strategy, our operations, or the
value of any stockholder’s position. What it does is align our stock with how institutions actually invest, potentially opening
the door to index eligibility and the broader ownership base we believe our execution has earned.”
The 1-for-15 reverse stock split will reduce the number of outstanding
shares of the Company’s Class A common stock from 50,349,974 to approximately 3,356,664. Proportional adjustments will be made
to the number of shares of the Company’s Class A common stock subject to outstanding equity awards and warrants, as well as
the applicable exercise price. As a result of the reverse stock split, the Company’s public warrants, each currently exercisable
for one share of Class A common stock at an exercise price of $11.50 per share, will also be adjusted to entitle the holder to purchase
1/15th of a share of Class A common stock at an exercise price of $172.50 per share.
The purpose of the 1-for-15 reverse stock split is to increase the
per-share price of the Company’s Class A common stock to satisfy the minimum average closing price requirement for continued
listing on the New York Stock Exchange (the “NYSE”). The Company expects that the reverse stock split will establish a per-share
trading price better aligned with its fintech peers and that exceeds the minimum share price requirements of institutional investment
policies, thereby potentially broadening the investor base for the Class A common stock.
Additionally, the reverse stock split is intended to satisfy FTSE Russell’s
$1.00 minimum closing price threshold for index eligibility. However, inclusion in any Russell US index is not guaranteed and remains
contingent upon the Company’s total market capitalization ranking and other eligibility criteria evaluated by FTSE Russell on the
applicable rank date.
Information for PSQ Holdings Stockholders
At the effective time of the reverse stock split, PSQ Holdings stockholders
will receive one new share of the Company’s Class A common stock for every 15 shares of Class A common stock held. Record
holders of Class A common stock will receive a transaction statement with respect to the exchange of such shares for post-reverse
split shares. Continental Stock Transfer & Trust Company, the transfer agent for the Company’s Class A common stock,
will act as the exchange agent.
PSQ Holdings will not issue fractional shares that result from the
reverse stock split. Any stockholders of Class A common stock who would have been entitled to receive fractional shares as a result
of the reverse stock split will instead receive cash in lieu of such fractional shares.
In connection with the reverse stock split, there will be no change
to the total number of authorized shares of the Company’s Class A common stock as set forth in the Restated Certificate of
Incorporation of the Company.
For more information on the reverse stock split, please refer to the
Company’s proxy materials for the July 9, 2026 annual meeting of stockholders, which can be accessed through the investor
relations portion of PSQ Holdings’ website at http://investors.publicsq.com and on the United States Securities and Exchange Commission’s
(“SEC”) EDGAR website, www.sec.gov.
About PSQ Holdings
PSQ Holdings (NYSE: PSQH) is a payments and financial infrastructure
company. We build and operate financial infrastructure in highly regulated environments for industries underserved by traditional financial
institutions, including businesses, campaigns, and nonprofits that depend on reliable, compliant payment solutions.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, and for purposes of the “safe harbor” provisions under the United States Private Securities Litigation
Reform Act of 1995. Any statements other than statements of historical fact contained herein are forward-looking statements. Such forward-looking
statements include, but are not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies
regarding PublicSquare, the expected increase in the per share closing price of PublicSquare’s Class A common stock as a result
of the reverse stock split, PublicSquare’s expected compliance with the NYSE’s continued listing standards and potential eligibility
for inclusion in stock market indexes, anticipated product launches, our products and markets, future financial condition, expected future
performance and market opportunities of PublicSquare. Forward-looking statements generally are identified by the words “anticipate,”
“could,” “expect,” “future,” “intend,” “may,” “might,” “strategy,”
“target,” “opportunity,” “plan,” “project,” “possible,” “potential,”
“project,” “predict,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions, and in this press release, include statements about our anticipated
operating strategy and the expected organization of our finance team and its primary responsibilities; however, the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about
future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors
could cause actual future events to differ materially from the forward-looking statements in this communication, including, without limitation:
(i) PublicSquare’s ability to maintain the listing of its securities on the New York Stock Exchange, (ii) unforeseen liabilities,
future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses,
future prospects, business and management strategies for the management, expansion and growth of our operations, (iii) changes in
the competitive industries and markets in which PublicSquare operates, variations in performance across competitors, changes in laws and
regulations affecting PublicSquare’s business and changes in the combined capital structure, (iv) the ability to implement
business plans, growth, marketplace and other expectations, and identify and realize additional opportunities, (v) risks related
to PublicSquare’s limited operating history, the rollout and/or expansion of its business and the timing of expected business milestones,
(vi) risks related to PublicSquare’s potential inability to achieve or maintain profitability and generate significant revenue,
(vii) the ability to raise capital on reasonable terms as necessary to develop its products in the timeframe contemplated by PublicSquare’s
business plan, (viii) the ability to execute PublicSquare’s anticipated business plans and strategy, (ix) the ability
of PublicSquare to enforce its current or future intellectual property, including patents and trademarks, along with potential claims
of infringement by PublicSquare of the intellectual property rights of others, (x) actual or potential loss of key influencers, media
outlets and promoters of PublicSquare’s business or a loss of reputation of PublicSquare or reduced interest in the mission and
values of PublicSquare and the segment of the consumer marketplace it intends to serve, (xi) because the payment processing and credit
agreements are terminable at will without notice, merchants that have signed agreements to use PublicSquare's payment processing services
may terminate those services or otherwise fail to utilize the services at the expected volume, (xii) the risk of economic downturn,
increased competition, a changing regulatory landscape and related impacts that could occur in the highly competitive consumer marketplace,
both online and through “bricks and mortar” operations, (xiii) the risk of PublicSquare being unable to sell its Brands
segment, in a timely manner, at desirable prices, or at all, and (xiv) risks associated with the Company’s ability to execute
on its plans to reposition into a Fintech-forward business, including the Company’s pursuit of any money transmitter licenses. The
foregoing list of factors is not exhaustive. Recipients should carefully consider such factors and the other risks and uncertainties described
and to be described in PublicSquare’s public filings with the Securities and Exchange Commission. These filings identify and address
other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on
forward-looking statements, and PublicSquare does not assume any obligation to, nor does it intend to, update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by law. PublicSquare gives no assurance
that PublicSquare will achieve its expectations.
Investors Contact:
investment@publicsquare.com
Media Contact:
pr@publicsquare.com
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