🧾 What This Document Is

This is an 8-K filing, which is like a "breaking news" report to the SEC. It contains two important exhibits:

1. Exhibit 3.1: The company's new rulebook (its "Second Amended and Restated Bylaws").
2. Exhibit 99.1: An announcement about a key change in its financial leadership team.

👉 In simple terms: The company updated its corporate governance rules and is changing its CFO and accounting chief. This filing lets investors know about both events.

🏢 What The Company Does

PSQ Holdings, Inc. (NYSE: PSQH) operates in the fintech (financial technology) and payments industry. 👉 In simple terms: They build and run financial services technology for businesses and groups that often struggle with traditional banks, like political campaigns or nonprofits. They focus on providing reliable, compliant payment solutions in highly regulated areas.

💼 Finance Leadership Transition

This is the major news from the announcement exhibit.

• Departure: James Rinn is stepping down as Chief Financial Officer (CFO) effective April 30, 2026. He's leaving to pursue another opportunity but will stay on the company's Board of Directors.
• New CFO: Michael Pena, the current Senior Vice President of Finance, will become CFO & Treasurer on May 1, 2026. He has a long history with the CEO, having previously been the CFO of Credova (a company PSQ acquired in 2024).
• New Chief Accounting Officer: Krista Wenzel, the current Senior Vice President of Finance and Accounting, will become Chief Accounting Officer on the same date (May 1, 2026). She brings deep experience in public company reporting and controls.

Why it matters: This isn't just a simple replacement. The CEO is reshaping his finance team to have a clear split of duties: Pena will focus on future strategy and capital allocation, while Wenzel will ensure tight, accurate financial reporting and controls. This signals the company is moving into a more disciplined, growth-focused phase.

🗂️ Key Bylaw Updates (The New Rulebook)

The updated bylaws set the rules for how the company is governed. Here are the most important points for shareholders:

• Director Nominations (Section 1.11): The process for shareholders to propose their own candidates for the Board of Directors is very detailed and strict. Shareholders must give notice between 90 and 120 days before the annual meeting and provide extensive information about themselves and their nominees. This makes it harder for activist investors to launch a quick challenge.
• Bringing Business to Meetings (Section 1.12): Similarly, shareholders who want to propose other business at the annual meeting must follow a strict, timed procedure. This gives the Board significant control over what gets officially discussed.
• Meeting Logistics: The bylaws allow meetings to be held entirely via remote communication. They also specify that the white proxy card is reserved exclusively for the Board's use, a common tactic to avoid confusion in a proxy fight.

Why it matters: These rules centralize power with the current Board and management. While standard for many companies, they create high hurdles for shareholders who want to change the company's direction from the outside.

🔮 What's Next

The company is emphasizing a new structure for its finance team, designed to support its strategy of "disciplined capital allocation, improving unit economics, and building a durable fintech platform." The transition is planned and orderly, with the outgoing CFO staying on the Board.

⚖️ The Big Picture

• 👍 Strengths: The leadership transition appears planned and amicable. The new CFO has deep, relevant experience with the company's core credit and payments model. The separation of duties (strategy vs. controls) is a sign of operational maturity.
• ⚠️ Risks: Any leadership change introduces transition risk. The very restrictive bylaws, while protective, could lead to shareholder frustration if they feel the Board is unresponsive.

🧠 The Analogy

Think of PSQ Holdings as a ship navigating a complex financial sea. The bylaws update is like reinforcing the captain's bridge, making it harder for passengers (shareholders) to storm in and take the wheel. The finance team change is like swapping out the first officer (CFO) for a new one who knows the ship's engines (the credit model) intimately, while appointing a separate, dedicated navigator for maps and logs (the accounting officer). The goal is a more stable, well-controlled journey.

🧩 Final Takeaway

PSQ Holdings is strengthening its internal governance rules while executing a strategic reshuffle of its financial leadership, aiming for more disciplined growth and tighter controls as it builds its fintech platform. The message to investors is one of stability and a focus on long-term value creation from within.