[Form 4] NightFood Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

NightFood Holdings, Inc. President and director Floco Ried Jordan reported a series of indirect open-market purchases of the company’s common stock made by his spouse. Across four transactions between March 9 and March 13, 2026, the spouse bought a total of 200,000 shares at prices around $0.0375 per share, reported as indirect ownership "By Spouse." A related footnote states that Jordan disclaims beneficial ownership of these securities except to the extent of his pecuniary interest. After these transactions, the filing shows 387,521 shares held indirectly by the spouse and a separate direct holding entry of 585,000 shares as of March 9, 2026.

Insights

Insider trading analyst

Indirect spouse purchases total 200,000 shares, a routine bullish signal.

The transactions show the spouse of NightFood Holdings President Floco Ried Jordan making four open-market purchases totaling 200,000 common shares at prices near $0.0375. Code P and the transaction fields confirm these are voluntary market buys, not option exercises or tax events.

The footnote clarifies that Jordan disclaims beneficial ownership except for any pecuniary interest, so the economic exposure is partly indirect. A separate holding line lists 585,000 directly held shares as of March 9, 2026, indicating a larger ongoing position beyond the new spouse purchases.

Because the filing does not quantify the company’s total shares outstanding, the materiality of 200,000 purchased shares cannot be assessed from this data alone. Based on the information provided, these appear to be routine insider-related accumulation trades rather than a thesis-changing event.

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^*

Floco Ried Jordan

(Last) (First) (Middle)

C/O NIGHTFOOD HOLDINGS, INC.

520 WHITE PLAINS ROAD, SUITE 500

(Street)

TARRYTOWN NEW YORK 10591

(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
X	Officer (give title below)		Other (specify below)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		P(1)		23,999	A	$0.0374	211,520	I	By Spouse
Common Stock	03/09/2026		P(1)		20,000	A	$0.0375	231,520	I	By Spouse
Common Stock	03/12/2026		P(1)		31,155	A	$0.0375	262,675	I	By Spouse
Common Stock	03/13/2026		P(1)		124,846	A	$0.0375	387,521	I	By Spouse
Common Stock								585,000	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

Explanation of Responses:

1. Represents the open market purchase of shares of the Issuer's common stock made by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Ried Floco	03/18/2026
	** 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)