NightFood director holds options on 1M shares

NightFood Holdings, Inc. (NGTF) director Ronald J. Stauber reported his equity holdings, including a nonqualified stock option for 1,000,000 shares of common stock with an exercise price of $0.033 per share, expiring on August 7, 2031.

Rhea-AI Filing Summary

NightFood Holdings, Inc. (NGTF) director Ronald J. Stauber reported his equity holdings, including a nonqualified stock option for 1,000,000 shares of common stock with an exercise price of $0.033 per share, expiring on August 7, 2031. The option vests in four equal installments of 250,000 shares on November 7, 2026, February 7, 2027, May 7, 2027, and August 7, 2027, subject to his continued service as a director, and any unvested portion vests in full immediately before the closing of a Change in Control transaction if consummated. Stauber also holds 5,000 shares of common stock directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider STAUBER RONALD J

Role Director

Type	Security	Shares	Price	Value
holding	Nonqualified Stock Option (Right to Buy) F1	--	--	--
holding	Common Stock $0.001 par value	--	--	--

Holdings After Transaction: Nonqualified Stock Option (Right to Buy) — 1,000,000 contracts (Direct); Common Stock $0.001 par value — 5,000 shares (Direct)

Footnotes (1)

1. F1. The option vests in four equal installments of 250,000 shares on November 7, 2026, February 7, 2027, May 7, 2027, and August 7, 2027, in each case subject to the reporting person's continued service as a director through the applicable vesting date. Upon a Change in Control, the unvested portion of the option vests in full immediately before the closing of the transaction, subject to consummation of the transaction.

Key Figures

Option underlying shares: 1,000,000 shares Option exercise price: $0.033 per share Option expiration date: August 7, 2031 +2 more

5 metrics

Option underlying shares 1,000,000 shares Nonqualified stock option for NGTF common stock

Option exercise price $0.033 per share Exercise price of the nonqualified stock option

Option expiration date August 7, 2031 Expiration of the reported nonqualified stock option

Vesting installment size 250,000 shares Each of four vesting installments of the option

Common stock held directly 5,000 shares Direct holdings of NGTF common stock by Ronald J. Stauber

Key Terms

Nonqualified Stock Option, Change in Control, par value

3 terms

Nonqualified Stock Option financial

"security_title: "Nonqualified Stock Option (Right to Buy)""

A nonqualified stock option (NQSO) is a company grant that gives an individual the right to buy shares at a set price but does not meet special tax rules for incentive stock options; when exercised the difference between the market price and the exercise price is treated as ordinary income for the recipient and as a tax-deductible expense for the company. It matters to investors because NQSOs affect an employee’s after-tax proceeds, the company’s reported expenses, and potential share dilution—think of it like a cash bonus that converts into stock but is taxed as regular pay when you take it.

Change in Control financial

"Upon a Change in Control, the unvested portion of the option vests"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

par value financial

"Common Stock, par value $0.001 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider holdings did Ronald J. Stauber report in NGTF on this Form 3?

Ronald J. Stauber reported 1,000,000 underlying shares via a nonqualified stock option with a $0.033 exercise price plus 5,000 shares of NGTF common stock held directly.

What are the key terms of Ronald J. Stauber’s stock option in NGTF?

The option covers 1,000,000 shares of NGTF common stock at an exercise price of $0.033 per share and expires on August 7, 2031, as reported.

How does Ronald J. Stauber’s NGTF option vest?

The option vests in four equal tranches of 250,000 shares each on November 7, 2026, February 7, 2027, May 7, 2027, and August 7, 2027, subject to his continued service as a director through each vesting date.

What happens to Ronald J. Stauber’s unvested NGTF options upon a Change in Control?

If a Change in Control occurs and is consummated, any unvested portion of Ronald J. Stauber’s option vests in full immediately before the closing of the transaction, according to the reported terms.

How many NGTF common shares does Ronald J. Stauber hold directly?

Ronald J. Stauber holds 5,000 shares of NGTF common stock directly, in addition to his option position, as disclosed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/21/2026 - 09:10 PM Accepted by SEC EDGAR 08/21/2026 - 09:10 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

STAUBER RONALD J

(Last) (First) (Middle)

9440 SANTA MONICA BOULEVARD

SUITE 301

(Street)

BEVERLY HILLS CALIFORNIA 90210

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2026

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

3a. Foreign Trading Symbol

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

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

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

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 $0.001 par value	5,000	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
Nonqualified Stock Option (Right to Buy)	(1)	08/07/2031	Common Stock, par value $0.001 per share	1,000,000	$0.033	D

Explanation of Responses:

1. The option vests in four equal installments of 250,000 shares on November 7, 2026, February 7, 2027, May 7, 2027, and August 7, 2027, in each case subject to the reporting person's continued service as a director through the applicable vesting date. Upon a Change in Control, the unvested portion of the option vests in full immediately before the closing of the transaction, subject to consummation of the transaction.

Remarks:

	/s/ Ronald J. Stauber	08/20/2026
	** 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.
* Form 3: SEC 1473 (03-26)