UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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PSQ Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PRELIMINARY COPY DATED JUNE 1, 2026, SUBJECT TO COMPLETION

PSQ Holdings, Inc.

515 W Aspen Street Suite 200C

Bozeman, Montana 59715

(754) 264-8701

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 9, 2026

To the Stockholders of PSQ Holdings, Inc.:

The annual meeting of stockholders (the “Annual Meeting”) of PSQ Holdings, Inc. (the “Company”) will be held exclusively online via the Internet on Thursday, July 9, 2026, at 11:00 a.m. Eastern Time. The purposes of the meeting are:

To elect three Class III directors (Proposal 1);

To ratify the appointment of UHY LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2);

To approve an amendment to our restated certificate of incorporation to effect a reverse stock split of our 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 our Board of Directors (Proposal 3);

To approve the Amended and Restated 2023 Stock Incentive Plan (Proposal 4); and

To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors (the “Board”) has fixed the close of business on June 8, 2026 as the record date (the “record date”) for determining holders of our common stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. On the record date, there were [●] shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), issued and outstanding. As previously disclosed, effective February 27, 2026, all outstanding shares of the Company’s Class C common stock, par value $0.0001 per share (“Class C common stock”), converted into 2,213,678 shares of Class A common stock.

The accompanying proxy statement for the Annual Meeting (the “proxy statement”) contains important information about the Annual Meeting and each of the proposals. Whether or not you plan to attend the Annual Meeting, the Company urges you to read this material carefully and vote your shares.

The proxy statement for the Annual Meeting is dated June 11, 2026 and is being distributed or made available to stockholders on or about that date.

The Annual Meeting will be presented exclusively online at www.virtualshareholdermeeting.com/PSQH2026. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions to management during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PSQH2026 and entering the 16-digit control number received with your proxy card. We recommend that you log in at least 15 minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting. Instructions for voting are described in the proxy statement and the proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 9, 2026: The Company’s Notice of Annual Meeting of Stockholders, proxy statement, form of proxy card and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at www.virtualshareholdermeeting.com/PSQH2026.

	By order of the Board of Directors,
	/s/ Dusty Wunderlich
Bozeman, Montana	Dusty Wunderlich
Date: June 11, 2026	Chief Executive Officer

PSQ HOLDINGS, INC.

Proxy Statement

For the Annual Meeting of Stockholders

To Be Held on July 9, 2026

TABLE OF CONTENTS

INTRODUCTION		1
EXPLANATORY NOTE		2
PROPOSAL 1 ELECTION OF DIRECTORS		3
	General	3
	Nominees for Election as Class III Directors at the Annual Meeting	3
	Required Vote and Recommendation of the Board for Proposal 1	4
	Continuing Directors Not Standing for Election at the Annual Meeting	4
CORPORATE GOVERNANCE		6
	Independent Directors	6
	Board Committees	7
	Board Meetings and Attendance	11
	Director Attendance at Annual Meetings of Stockholders	11
	Compensation Committee Interlocks and Insider Participation	11
	Board Leadership Structure and Role in Risk Oversight	12
	Oversight of Cybersecurity Risks	12
	Corporate Governance Guidelines and Code of Business Conduct	12
	Employee, Officer and Director Hedging; Insider Trading; 10b5-1 Plans and Pledging	12
	Former Controlled Company Status	13
	Communications to the Board	14
	Director Compensation	14
	Director Compensation Table for Year Ended December 31, 2025	15
PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		16
	Appointment of UHY LLP	16
	Required Vote and Recommendation of the Board for Proposal 2	16
	Independent Registered Public Accounting Firm’s Fees and Services	17
	Pre-Approval Policies and Procedures of the Audit Committee	17
AUDIT COMMITTEE REPORT		17
PROPOSAL 3 APPROVAL OF A REVERSE STOCK SPLIT		19
	Reasons for the Reverse Stock Split	20
	Criteria our Board of Directors May Use to Determine Whether to Implement the Reverse Stock Split	21
	Certain Risks and Potential Disadvantages Associated with a Reverse Stock Split	21
	Effective Time	22
	Fractional Shares	22
	Effects of the Reverse Stock Split	23
	Interests of Certain Persons in Matters to be Acted Upon	26
	Reservation of Right to Delay the Filing of the Amendment, or Abandon the Reverse Stock Split	26
	Required Vote and Recommendation of the Board for Proposal 3	26

	No Dissenters’ Rights	26
	No Going Private Transaction	26
	Material U.S. Federal Income Tax Consequences of the Reverse Stock Split	26
PROPOSAL 4 APPROVAL OF AMENDED AND RESTATED 2023 STOCK INCENTIVE PLAN		29
	Overview	29
	PSQ Holdings, Inc. Amended and Restated 2023 Stock Incentive Plan	29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		38
	Overview	38
	Explanation of Certain Calculations in the Table of Certain Beneficial Owners	38
	Delinquent Section 16(a) Reports	39
CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS		40
	Indemnification of Our Directors and Officers	40
	Related Party Transactions	40
	Policies for Approval of Related Person Transactions	42
EXECUTIVE OFFICERS		43
	Election of Officers	44
EXECUTIVE COMPENSATION		44
	Compensation Objectives and Overview	44
	Compensation Committee	45
	2025 Summary Compensation Table	45
	Outstanding Equity Awards as of December 31, 2025	48
EQUITY COMPENSATION PLAN INFORMATION		49
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING		49
OTHER MATTERS		57
CONTACT FOR QUESTIONS AND ASSISTANCE WITH VOTING		57
APPENDIX A PROPOSED AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF PSQ HOLDINGS, INC.		58
APPENDIX B PSQ HOLDINGS, INC. AMENDED AND RESTATED 2023 STOCK INCENTIVE PLAN		59

Director Class	Directors in the Class	Annual Meeting at which Term of Office Expires
Class I	James Rinn; Willie Langston, Caitlin Long	2027
Class II	Blake Masters; Dusty Wunderlich	2028
Class III	Nick Ayers; Davis Pilot III; Donald J. Trump, Jr.	2026

Name	Age	Positions and Offices Held with Company	Director Since	Other Public Boards⁽¹⁾
James Celli	45	N/A	N/A	0
Davis Pilot III	39	Director	2023	0
Donald J. Trump Jr.	48	Director	2024	2

Committee	Chair	Other Members
Audit Committee	Willie Langston	Davis Pilot III; Blake Masters
Compensation Committee	Blake Masters	Nick Ayers, Willie Langston
Nominating and Corporate Governance Committee	Nick Ayers	Davis Pilot III; Blake Masters

Term	Compensation
Annual Board Cash Retainer	$	40,000
Additional Retainers for Committee Chairs
• Audit	$	20,000
• Compensation	$	15,000
• Nominating and Corporate Governance	$	10,000
Additional Cash Retainers for Committee Members
• Audit	$	10,000
• Compensation	$	5,000
• Nominating and Corporate Governance	$	4,000
Annual Equity Award (non-employee directors)	$	150,000	⁽¹⁾
Initial Equity Award (non-employee directors)	$	300,000	⁽¹⁾

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽⁵⁾⁽⁶⁾		All Other Compensation ($)			Total ($)
Caitlin Long⁽¹⁾		16,848		300,001		—			316,849
Davis Pilot III		54,000		145,001		—			199,001
Nick Ayers		51,093		145,001		—			196,094
Blake Masters		67,780		145,001		—			212,781
Kelly Loeffler⁽²⁾		—		—		—			—
James Rinn⁽³⁾		27,143		577,500		233,333			837,976
Willie Langston		57,410		145,001		—			202,411
Donald J. Trump, Jr.		40,000		145,001		504,000	⁽⁴⁾		689,001

Name	Grant Date	Number of RSUs (#)		Vesting Dates
Caitlin Long	07/28/2025		137,615	(a)
Davis Pilot III	06/18/2025		71,429	(b)
Nick Ayers	06/18/2025		71,429	(b)
Blake Masters	06/18/2025		71,429	(b)
James Rinn	07/11/2025		250,000	(c)
Willie Langston	06/18/2025		71,429	(b)
Donald J. Trump, Jr.	06/18/2025		71,429	(b)

	2025		2024
Audit Fees⁽¹⁾	$	595,500	$	835,888
Audit Related Fees⁽²⁾		251,438		—
Tax Fees⁽³⁾	$	—		—
All other fees⁽⁴⁾		41,000		—
Total fees	$	887,938	$	835,888

Status	Number of Shares of Class A Common Stock Authorized		Number of Shares of Class A Common Stock Issued and Outstanding		Number of Shares of Class A Common Stock Reserved for Future Issuance	Number of Shares of Class A Common Stock Authorized but Not Outstanding or Reserved
Pre-Reverse Stock Split		500,000,000		49,765,263	50,130,551	400,104,186
Post-Reverse Stock Split 1:5		500,000,000		9,953,053	10,026,110	480,020,837
Post-Reverse Stock Split 1:8		500,000,000		6,220,658	6,266,319	487,513,023
Post-Reverse Stock Split 1:10		500,000,000		4,976,526	5,013,055	490,010,419
Post-Reverse Stock Split 1:12		500,000,000		4,147,105	4,177,546	491,675,349
Post-Reverse Stock Split 1:15		500,000,000		3,317,684	3,342,037	493,340,279

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned⁽⁷⁾⁽⁸⁾			% of Class A Common Stock
Directors, Director Nominees and Named Executive Officers⁽¹⁾
Davis Pilot III⁽²⁾		2,328,826	⁽⁹⁾		4.67	%
Michael Seifert		2,312,673	⁽¹⁰⁾		4.64	%
Nick Ayers⁽³⁾		1,463,513	⁽¹¹⁾		2.93	%
Blake Masters⁽⁴⁾		183,898			*
Dusty Wunderlich⁽⁵⁾		795,167	⁽¹²⁾		1.60	%
James Rinn		129,864			*
Willie Langston		294,205			*
Donald J. Trump, Jr.		797,403			1.58	%
Caitlin Long		—			—
James Celli		—			—
All current executive officers and directors as a group (11 individuals)		6,301,484	⁽¹³⁾		12.21	%

5% or More Stockholders:
Alyeska Investment Group, L.P.⁽⁶⁾		4,424,571			8.89	%

Name	Age	Position
Dusty Wunderlich	45	Chief Executive Officer, and Chairman of the Board
Michael Pena	43	Chief Financial Officer and Treasurer
Krista Wenzel	39	Chief Accounting Officer
Michael Perkins	43	Chief Operating Officer

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)⁽¹⁾⁽²⁾		All Other Compensation ($)⁽³⁾		Total ($)
Michael Seifert	2025		300,000		—		197,500		—		497,500
Former President, Chief Executive Officer and Chairman of the Board⁽⁴⁾	2024		418,750		—		—		14,831		433,581
Randy Carlson	2025		350,000		—		609,119		—		959,119
Chief Technology Officer
Michael Hebert	2025		350,000		126,253		592,500		—		1,068,753
Former Senior Vice President of People⁽⁵⁾

SEC Form PRE 14A filed by PSQ Holdings Inc.