Welcome to the 2026 Annual Meeting of Stockholders of PSQ Holdings, Inc. It is now 11:00 A.M. The meeting will please come to order. My name is Dusty Wunderlich, and as Chief Executive Officer, I will preside over this meeting. I welcome the directors of the company who are in attendance. Also present are Jim Giudice, our Chief Legal Officer, General Counsel, and Secretary. Michael Pena, our Chief Financial Officer and Treasurer. William Kent, our Senior Vice President of Corporate Affairs. As well as representatives from The Carideo Group, who will act as Inspector of Elections for this meeting, UHY LLP, the company's independent public accountants, and Faegre Drinker Biddle & Reath LLP, the company's outside counsel. We have adopted an agenda for our program this morning. In accordance with the agenda, we will proceed as follows. I will conduct the official business of the 2026 annual meeting. During this portion of the meeting, all discussion will be limited to the official business at hand, and participation will be limited to stockholders of record and their proxies. If you wish to participate in this meeting, please follow the instructions on your screen. We will now proceed to the business portion of this meeting. We have an affidavit from Broadridge certifying that on or about June 11, 2026, each stockholder of record was mailed an official notice of this meeting, together with a proxy statement, proxy card, our annual report on Form 10-K for the year ended December 31, 2025, and any other material necessary to vote at this meeting. As of the record date, June 8, 2026, there were 49,946,333 shares of the company's Class A common stock outstanding. A list of the stockholders entitled to vote at this meeting has been available at company headquarters for the past 10 days. The company has appointed Mr. Franke from The Carideo Group to serve as Inspector of Election for this meeting. He has signed an oath of Inspector of Election, which will be filed with the minutes of this meeting, and he will tabulate the results of the voting. Mr. Franke has advised me that we have present in person or by proxy a sufficient number of shares to constitute the quorum necessary to proceed with this meeting, and this meeting may now proceed with its business. To expedite the flow of business at this meeting, we intend to adhere to the following order of business. Each of the matters to be discussed and acted upon by the stockholders today will be moved and discussed in the order set forth in the proxy statement. The actual vote on each item will be deferred until all the matters to be acted upon have been discussed. The first matter to be voted upon is the election of three directors, James Celli, Davis Pilot III, and Donald J. Trump Jr. to the board of directors to serve until the 2029 annual meeting. Since no other nominations of persons for election to the board of directors were received in a timely manner pursuant to the company's bylaws, the nominations are closed. The next order of business concerns the proposal to ratify the selection of the company's independent public accounting firm. The audit committee of the board of directors has elected the firm of UHY LLP as the company's independent public accounting firm for the company's fiscal year ending December 31st, 2026. The next order of business concerns the proposal to approve 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 1:5 and 1: 15, subject to and as determined by the board of directors. The next order of business concerns the proposal to approve the amended and restated 2023 stock incentive plan, which increases the number of shares available under the incentive plan by additional 1 million shares, adds provisions for performance-based awards, and makes other clarifying updates as described in the proxy statement. Since no other proposals for business to be transacted at this meeting were received in a timely manner pursuant to the company's bylaws, we will now proceed to vote on the previously discussed motions. The board of directors has recommended a vote for each of the proposals. The polls for voting on each matter to be voted on at this time are now open. It is not necessary for stockholders to vote by ballot if they have already sent in their proxy cards unless they wish to change their vote. If you wish to change your vote, please follow the instructions on your screen in order to change your vote at this time. I now declare the polls closed and ask the Inspector of Election, Mr. Franke, to provide his preliminary report. According to the preliminary report of the Inspector of Election based upon the proxy holders and shareholder ballots, the persons nominated for the board of directors have been elected to serve as directors of the company until the 2029 annual meeting. The proposal to ratify the election of UHY LLP as the company's independent public accounting firm has been approved. The proposal to approve the amendment to the company's restated certificate of incorporation to effect a reverse stock split at a ratio ranging from any whole number between 1:5 and 1:15, subject to and as determined by the board of directors, has been approved. The proposal to approve the amended and restated 2023 stock incentive plan has been approved. We intend to file with the SEC within four business days, a current report on Form 8-K to report the final voting results at this meeting. Thank you all for joining us. This concludes our 2026 annual meeting for stockholders. The annual meeting is now adjourned. We'll now address stockholder questions. If any stockholder would like to ask a question, please submit it through the web portal by typing in the box on the web portal. In the interest of efficiency, we reserve the right to group questions of a similar nature together, and we may not have time to respond to all questions. Thank you. Operator, we're going to take one to two questions here submitted via the virtual shareholder meeting portal. First question comes from a shareholder asking about the status or an update to the divestiture of the brand segment, including EveryLife, and with attached to that, understanding how cash burn and quarterly operating burn would be planned for in a contingency perspective if the brand segment was not to transact. Yeah. Thank you for submitting the question. As we discussed in Q1, we expect to have a material update on the divestiture of the brands division at Q2 earnings. We continue to be happy with the progress on that divestiture process. We believe that that will be strong non-dilutive capital for the business to continue to operate and grow as we continue to show strong results with our FinTech strategy. Going forward, in the event of a non-divesture, which we think is always a possibility, a remote chance, we have continued, as you've seen in the fourth quarter earnings and first quarter earnings, to rightsize the business, create efficiencies with AI to basically drive down our operating cash burn while simultaneously increasing our overall revenue growth. We continue to believe that operationally, we can continue to reduce that cash burn, especially as the cyclicality of the business in third and fourth quarter will be our strongest performing quarters based on past performance of the business. We also know that we do have the ability to use the capital markets in the event that we need to with the ATM that we have available or any other means of the capital markets in the event we need to. Nothing concrete is planned in regards to any raises around that outside of using the ATM for regular course of business. Thank you. Next question is regards to revenue per employee that we saw surge nearly 300% due to AI integration aligned with a significant reduction of headcount of about 41%. The shareholder's asking, at what revenue scale would a current 47 person team max out, and when will you need to resume hiring? Trick question. We are still, and I think a lot of companies are still trying to figure out as AI continues to change literally from week to week with the models improving over time, it's hard to predict where that threshold is. We've had an internal number in mind of, we believe with where technology is today and where it's headed, that we could aspire to reach $2 million per employee. We think that that is a long-term goal. I certainly believe that 1 million is extremely realistic for how the company is operating now. Given that, we don't see any near-term need to make any hires. We think that we have a good core, solid team enabled with AI to continue to drive top-line growth without any additional incremental hires. Thank you. Our last question is asking about sort of credit GMV and first payment default rates and how they're trending under tightening AI underwriting that we had indicated or the business, excuse me, had indicated in the first quarter call, and just wanted to understand how that would compare to second half of 2025, if you could provide any color. Yeah. We continue to see consistent credit performance from a first payment default perspective as well as full charge-offs as well, and particularly in regards to our AI models that are outperforming the markets. We have not seen any major cyclical change in our portfolio over the last two to three years. It's remained extremely consistent, even though we've had fairly significant fluctuations within the credit and macroeconomic environment. We continue to believe that the way that we're leveraging AI and our overall credit models is responding to what is occurring in the credit and macroeconomic to where we can create consistency. We don't see any material change coming in the next following two quarters around that. In fact, we believe that we're heading into a fairly positive credit environment in the latter half of this year and the first of next year because we've seen material redistribution of credit scores. We see that as a positive sign that the market is course correcting from a time where there was a high amount of liquidity and credit scores tend to be overly inflated. We are continuing to be bullish about where we see credit going over the next few months, few quarters. Thank you, Dusty. That now concludes our Q&A session. Thank you everyone for joining. Ladies and gentlemen, with that we'll be concluding today's presentation and conference call. We thank you for joining. You may now disconnect your lines.
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