On July 25, 2023, the Board of the Company approved the PSQ Holdings, Inc. 2023 Stock Incentive Plan (the “Plan”) as well as the 2023 Employee Stock Purchase Plan (the "ESPP”), whereby it may grant to certain employees, consultants and advisors certain equity awards of the Company, including (a) incentive stock options, (b) non-qualified stock options, (c) restricted stock and (d) RSUs, of the Company. On July 9, 2026, the Company's stockholders approved the PSQ Holdings, Inc. Amended and Restated Stock Incentive Plan (the "Amended Plan"), which increased the number of shares available under the Plan by an additional 66,666 (1,000,000 prior to the Reverse Stock Split) shares, added provisions for performance-based awards, and made other clarifying updates.

(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) 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.

The ESPP provides eligible employees opportunities to purchase shares of the Company’s Class A Common Stock. For this purpose, the Board approved 40,000 shares (600,000 prior to the Reverse Stock Split) of Class A Common Stock, plus an annual increase to be added on the first day of each fiscal year, commencing on January 1, 2024 and continuing for each fiscal year until, and including, January 1, 2033, equal to the least of (i) 28,333 shares (425,000 prior to the Reverse Stock Split) of Class A Common Stock, (ii) 5% of the outstanding shares of all classes of Company common stock, $0.0001 par value per share, on such date and (iii) a number of shares of Class A Common Stock determined by the Board.

During the six months ended June 30, 2026, and 2025, the Company issued RSUs under the 2023 Stock Incentive Plan to employees, advisors, and members of the Board. Each RSU entitles the recipient to one share of the Company's Class A Common Stock upon vesting. The Company measures the fair value of RSUs using the stock price on the date of grant.

A summary of the activity with respect to, and status of, RSUs during the three and six-month periods ended June 30, 2026 is presented below. All RSUs and weighted average grant date values have been adjusted to reflect the impact of the Reverse Stock Split. See Note 1 — Organization and Business Operations for further details.


	Number of RSUs	Weighted Average Grant Date Value
Unvested as of January 1, 2026	196,093	$	51.75
Granted	26,893	$	16.65
Forfeited	(29,091)	$	71.10
Vested	(611)	$	38.70
Unvested as of March 31, 2026	193,284	$	43.50
Granted	—	$	—
Forfeited	(36,222)	$	49.57
Vested	(76,104)	$	40.05
Unvested as of June 30, 2026	80,958	$	43.86

As of June 30, 2026, unrecognized compensation cost related to the grant of RSUs was approximately $1.9 million. Unvested outstanding RSUs as of June 30, 2026 and December 31, 2025 had a weighted average remaining vesting period of 0.88 years and 1.42 years, respectively.

The Company recorded $0.9 million and $1.8 million for each of the three and six months ended June 30, 2026 and 2025 of share-based compensation expense, related to the earn-out shares. As of June 30, 2026, unrecognized compensation cost related to the earn-out shares was approximately $6.7 million.

On January 6, 2026, in connection with the significant change in operating roles of the Company's former Chief Strategic Officer and Chief Operating Officer, the Company modified their unvested RSUs, allowing all unvested RSUs to continue to vest in accordance with their original terms. No other changes were made to the award. The Company determined that the change in operating roles was considered a significant reduction and accounted for the changes as a Type III accounting modification (improbable-to-probable) under ASC 718. Accordingly, the Company reversed all share-based compensation expense previously recorded on the awards that are not expected to vest under the original terms. The Company reversed $0.9 million in share-based compensation expense for the six months ended June 30, 2026 included in the general and administrative expenses in the Condensed Consolidated Statements of Operations. Total share-based compensation expense equal to the modification date fair value, will be recognized prospectively over the remaining requisite service period, beginning on the modification date.