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

Rhea-AI Filing Summary

NightFood Holdings, Inc. (NGTF) director and president Ried Floco reported multiple open-market purchases of the company’s common stock, including transactions by his spouse. On 05/14/2025, he bought 57,500 shares at $0.02 per share, bringing his direct holdings to 542,500 shares. On 05/15/2025, he purchased an additional 40,170 shares and 2,330 shares, both at $0.02, increasing his direct ownership to 585,000 shares. His spouse made open-market purchases on 11/13/2025 of 131,000 shares at a weighted average of $0.05 per share (with trades between $0.0485 and $0.0565) and 56,521 shares at a weighted average of $0.05 per share (with trades between $0.0585 and $0.0590), resulting in 772,521 shares held indirectly by spouse. The report notes it is being filed late due to an inadvertent administrative error and that the reporting person disclaims beneficial ownership of the spouse’s shares except to the extent of his pecuniary interest.

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 NY 10591

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2025

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	05/14/2025		P(1)		57,500	A	$0.02	542,500	D
Common Stock	05/15/2025		P(1)		40,170	A	$0.02	582,670	D
Common Stock	05/15/2025		P(1)		2,330	A	$0.02	585,000	D
Common Stock	11/13/2025		P(2)		131,000	A	$0.05(3)	716,000	I	By Spouse
Common Stock	11/13/2025		P(2)		56,521	A	$0.05(4)	772,521	I	By Spouse

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.

2. 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.

3. The reported price in Column 4 is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $0.0485 to $0.0565 per share. The Reporting Person undertakes to provide to the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

4. The reported price in Column 4 is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $0.0585 to $0.0590 per share. The Reporting Person undertakes to provide to the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Remarks:

This Form 4 is being filed late due to inadvertent administrative error.

	/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 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.

FAQ

What insider transactions did NGTF’s Ried Floco report on this Form 4?

Ried Floco reported a series of open-market purchases of NightFood Holdings, Inc. (NGTF) common stock, including his own buys and additional purchases made by his spouse, all disclosed as acquisitions of common shares.

How many NGTF shares does Ried Floco own directly after these trades?

After the reported purchases on 05/14/2025 and 05/15/2025 at $0.02 per share, Ried Floco directly owns 585,000 shares of NightFood common stock.

How many NGTF shares are held indirectly through Ried Floco’s spouse?

Following the spouse’s open-market purchases on 11/13/2025 at weighted average prices of $0.05 per share, a total of 772,521 NightFood common shares are reported as held indirectly, listed as held "By Spouse".

At what prices were the NGTF shares purchased by Ried Floco and his spouse?

Ried Floco bought shares at $0.02 per share. His spouse’s purchases used weighted average prices of $0.05 per share, with individual trades ranging from $0.0485 to $0.0565 and from $0.0585 to $0.0590 per share.

Does Ried Floco claim full beneficial ownership of his spouse’s NGTF shares?

No. The filing states that Ried Floco disclaims beneficial ownership of the securities purchased by his spouse, except to the extent of his pecuniary interest in those shares.

Why was this NGTF insider trading report filed late?

The remarks section explains that the report is being filed late due to an inadvertent administrative error.