NightFood director buys shares, gets 1M options

NightFood Holdings, Inc. (NGTF) director Ronald J. Stauber reported two transactions.

Rhea-AI Filing Summary

NightFood Holdings, Inc. (NGTF) director Ronald J. Stauber reported two transactions. He purchased 5,000 shares of common stock at $0.028 per share on May 15, 2026, resulting in 5,000 shares held directly. He also received a grant of 1,000,000 nonqualified stock options with an exercise price of $0.033 per share, each option for one share of common stock. The option vests in four equal tranches of 250,000 shares on November 7, 2026, February 7, 2027, May 7, 2027, and August 7, 2027, subject to his continued board service, and any unvested portion vests in full immediately before a Change in Control transaction, subject to its closing.

Insider Trade Summary

Net Buyer: 5,000 shares

Net Buy 2 txns

Insider STAUBER RONALD J

Role Director

Bought 5,000 shs ($140.00)

Type	Security	Shares	Price	Value
Purchase	Common Stock $0.001 par value	5,000	$0.028	$140.00
Grant/Award	Nonqualified Stock Option (Right to Buy) F1	1,000,000	$0.033	$33K

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

Common shares purchased: 5,000 shares Purchase price per share: $0.028 per share Common shares held after transaction: 5,000 shares +4 more

7 metrics

Common shares purchased 5,000 shares Purchase of NightFood Holdings common stock on May 15, 2026

Purchase price per share $0.028 per share Price paid for 5,000 common shares

Common shares held after transaction 5,000 shares Direct ownership following the common stock purchase

Nonqualified stock options granted 1,000,000 options Grant of options to buy NGTF common stock

Option exercise price $0.033 per share Exercise price for the 1,000,000 nonqualified stock options

Underlying shares for options 1,000,000 shares Common shares underlying the nonqualified stock options

Vesting installments 4 installments of 250,000 shares Equal tranches vesting from November 2026 to August 2027

Key Terms

Nonqualified Stock Option, Change in Control, vesting

3 terms

Nonqualified Stock Option financial

"Security title listed as "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.

vesting financial

"The option vests in four equal installments of 250,000 shares"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

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

What insider transactions did NGTF director Ronald J. Stauber report?

Ronald J. Stauber reported purchasing 5,000 NGTF common shares at $0.028 per share and receiving a grant of 1,000,000 nonqualified stock options with an exercise price of $0.033 per share, each option exercisable into one share of common stock.

How many NightFood Holdings (NGTF) shares does Ronald J. Stauber hold after the reported purchase?

After the reported transaction, Ronald J. Stauber directly holds 5,000 shares of NightFood Holdings, Inc. common stock. This figure is stated as the total shares beneficially owned following the purchase transaction.

What are the terms of Ronald J. Stauber’s 1,000,000 NGTF stock options?

Ronald J. Stauber received 1,000,000 nonqualified stock options, each for one NGTF common share, with an exercise price of $0.033 per share. The options vest in four equal installments of 250,000 shares on specified dates from November 2026 through August 2027.

When do Ronald J. Stauber’s NGTF stock options vest?

The 1,000,000 NGTF stock options vest in four equal tranches of 250,000 shares on November 7, 2026, February 7, 2027, May 7, 2027, and August 7, 2027, in each case subject to Ronald J. Stauber’s continued service as a director through the relevant vesting date.

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

Upon a Change in Control, the unvested portion of Ronald J. Stauber’s NGTF stock options vests in full immediately before the closing of the transaction, subject to the consummation of that Change in Control transaction.

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

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Available on EDGAR 08/21/2026 - 09:14 PM Accepted by SEC EDGAR 08/21/2026 - 09:13 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

STAUBER RONALD J

(Last) (First) (Middle)

9440 SANTA MONICA BOULEVARD

SUITE 301

(Street)

BEVERLY HILLS CALIFORNIA 90210

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026

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

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

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

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 $0.001 par value	05/15/2026	05/15/2026	P		5,000	D	$0.028	5,000	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
Nonqualified Stock Option (Right to Buy)	(1)	08/07/2031		A		1,000,000		(1)	(1)	Common Stock $0.001 par value	1,000,000	$0.033	1,000,000	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	08/21/2026
	** 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 4 (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 4: SEC 1474 (03-26)