[Form 3] NightFood Holdings, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

NightFood Holdings, Inc. (NGTF) reported the initial ownership of its President and Director as of April 29, 2025. The reporting person directly owns 485,000 shares of common stock.

In addition, the person holds 20,000 shares of Series C Convertible Preferred Stock, received on March 25, 2025 as compensation for prior independent contractor services. These preferred shares are convertible into 120,000,000 shares of common stock, vest based on specified company milestones, and are subject to a lock-up through March 25, 2026. Beginning April 1, 2026, up to 5,000 preferred shares may be transferred or sold, with an additional 500 shares per month released from lock-up through November 1, 2027. The filing notes it is late due to an inadvertent administrative error.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Floco Ried Jordan

(Last) (First) (Middle)

C/O NIGHTFOOD HOLDINGS, INC.

520 WHITE PLAINS ROAD, SUITE 500

(Street)

TARRYTOWN NY 10591

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2025

3. Issuer Name and Ticker or Trading Symbol
NightFood Holdings, Inc. [ NGTF ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	485,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock(1)	(1)	(1)	Common Stock	120,000,000(1)	(1)	D

Explanation of Responses:

1. The reporting person received 20,000 shares of the Issuer's Series C Convertible Preferred Stock on March 25, 2025, as compensation for services provided as an independent contractor prior to becoming an officer and director of the Issuer. The shares vest upon the achievement of specified Company milestones. Each share of Series C Convertible Preferred Stock is convertible into 6,000 shares of the Issuer's Common Stock, subject to the terms of the Series C Convertible Preferred Stock Certificate of Designation. The shares are subject to a lock-up provision through March 25, 2026. Beginning April 1, 2026, up to 5,000 shares of Series C Convertible Preferred Stock may be transferred or sold, and thereafter, an additional 500 shares per month may be released from lock-up from April 1, 2026 through November 1, 2027, in accordance with the applicable lock-up agreement.

Remarks:

This filing is late due to an inadvertent administrative error and reflects the beneficial ownership of the reporting person as of April 29, 2025, the date that the reporting person became subject to Section 16 of the Securities Exchange Act of 1934, as amended.

	/s/ Ried Floco	11/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does the NGTF Form 3 filing disclose about insider ownership?

The Form 3 shows that NightFood Holdings, Inc.'s President and Director beneficially owns 485,000 shares of common stock and 20,000 shares of Series C Convertible Preferred Stock, which are convertible into 120,000,000 common shares, subject to vesting and lock-up terms.

Who is the reporting person in NightFood Holdings (NGTF) Form 3 and what is their role?

The reporting person is identified as both a Director and an Officer of NightFood Holdings, Inc., serving as President. The filing is made by one reporting person.

How did the NGTF insider receive the Series C Convertible Preferred Stock?

The reporting person received 20,000 shares of Series C Convertible Preferred Stock on March 25, 2025 as compensation for services provided as an independent contractor before becoming an officer and director.

What are the conversion terms of the Series C Convertible Preferred Stock in NGTF?

Each share of Series C Convertible Preferred Stock is convertible into 6,000 shares of common stock, resulting in an underlying 120,000,000 common shares, subject to the terms of the Certificate of Designation.

What lock-up restrictions apply to the NGTF Series C Convertible Preferred Stock?

The Series C Convertible Preferred Stock is under a lock-up through March 25, 2026. Starting April 1, 2026, up to 5,000 preferred shares may be transferred or sold, with 500 additional shares per month released from lock-up through November 1, 2027.

Why does the NightFood (NGTF) Form 3 mention a late filing?

The filing states it is late due to an inadvertent administrative error and reflects the reporting person's beneficial ownership as of April 29, 2025, when they became subject to Section 16.