Giftify (GIFT) CFO awarded 100,000 restricted shares plus 100,000 stock options

Rhea-AI Filing Summary

Giftify, Inc. granted equity awards to its CFO, Steve Handy. On February 2, 2026, the board awarded 100,000 shares of restricted common stock at $1.06 per share, vesting pro rata over 36 months based on the company’s evaluation of 2025 performance.

The CFO also holds a stock option for 100,000 shares with a $0.90 exercise price, vesting monthly over 36 months starting February 1, 2025, and exercisable for ten years from grant, subject to earlier expiration upon termination of service. After these transactions, he beneficially owns 293,271 common shares directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Handy Steve

(Last) (First) (Middle)

1100 WOODFIELD ROAD,

SUITE 510

(Street)

SCHAUMBURG IL 60173

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GIFTIFY, INC. [ GIFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	02/02/2026		A		100,000	A	$1.06(1)	293,271	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$0.9	02/01/2025		A		100,000		(2)	02/01/2035	Common stock	100,000	$0	293,271	D

Explanation of Responses:

1. A On February 2, 2026, the board of directors of the Issuer granted 100,000 shares of restricted common stock that will vestpro rata over 36 months to the Reporting Person in connection with its evaluation of the Issuer's 2025 performance

2. Consists of options to purchase Issuer's shares of common stock that vest pro rata on a monthly basis over 36 months commencing on February 1, 2025 and are exercisable for a period of ten years from the date of grant (subject to earlier expiration in connection with the termination of service with the Issuer).

	/s/ Steve Handy	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Giftify (GIFT) disclose for its CFO?

Giftify’s CFO received new equity awards. He was granted 100,000 shares of restricted common stock and a stock option for 100,000 shares. Both awards vest over 36 months, tying compensation to ongoing service and prior 2025 performance evaluation.

How many Giftify (GIFT) shares did the CFO receive as restricted stock?

The CFO received 100,000 restricted common shares. The board granted these on February 2, 2026 at a reference price of $1.06 per share, vesting pro rata over 36 months, linked to Giftify’s assessment of its 2025 performance.

What are the terms of the Giftify (GIFT) CFO’s stock options?

The CFO holds options for 100,000 Giftify shares. These options have a $0.90 exercise price, vest monthly over 36 months starting February 1, 2025, and are exercisable for ten years from grant, subject to earlier expiration if his service ends.

How many Giftify (GIFT) shares does the CFO own after these grants?

After the reported transactions, the CFO beneficially owns 293,271 shares. This figure reflects his direct ownership of Giftify common stock following the 100,000-share restricted stock grant reported in the insider transaction.

How long is the vesting period for Giftify (GIFT) CFO’s restricted stock?

The restricted stock vests over 36 months. The 100,000-share award granted on February 2, 2026 vests pro rata during this three-year period, aligning the CFO’s equity compensation with continued service and the company’s prior 2025 performance evaluation.

When do the Giftify (GIFT) CFO’s stock options expire?

The CFO’s stock options are exercisable for ten years. They were granted with an expiration on February 1, 2035, though they may expire earlier if his service with Giftify terminates under the award’s terms.