GIFTIFY director Timothy Miller executes monthly 10b5-1 sales

Rhea-AI Filing Summary

Timothy William Miller, identified as a director and Vice President, Sales of GIFTIFY, INC. (ticker shown as GIFT), reported a sale of 1,000 shares of the issuer's common stock on 09/08/2025 at a price of $1.05 per share. After the reported transaction, Mr. Miller beneficially owns 46,833 shares directly. The filing discloses that Mr. Miller established a Rule 10b5-1 trading plan with Merrill Lynch on February 6, 2025 under which he sells 1,000 shares on or about the first day of each month beginning March 1, 2025.

Positive

• Sale executed under a documented 10b5-1 plan, indicating pre-arranged trading rather than opportunistic insider selling
• Complete disclosure of transaction date, price ($1.05), quantity (1,000 shares), and post-transaction beneficial ownership (46,833 shares)

Negative

• Insider sale of common stock (1,000 shares) reduces insider ownership, which some investors may view negatively
• Ongoing monthly sales are planned (1,000 shares on or about the first day of each month), which will continue to dilute insider stake over time

Insights

Securities Analyst

TL;DR: Insiders executed a pre-arranged monthly sale of 1,000 shares under a 10b5-1 plan; ownership remains substantial at 46,833 shares.

The Form 4 shows a routine, pre-planned disposition rather than an ad hoc sale, which reduces concerns about trading on undisclosed information. The reported sale quantity (1,000 shares) and the per-share price ($1.05) are clearly disclosed, and the filing states the existence and start date of the 10b5-1 plan with Merrill Lynch. For investors, the key facts are the continuing beneficial ownership level and that future monthly sales of similar size are expected under the plan.

Corporate Governance Expert

TL;DR: Governance disclosure is complete: transaction, role, plan details and signature are all present.

The filing identifies the reporting person, relationship to the issuer, a signature and the 10b5-1 plan establishment date and broker. This level of disclosure aligns with Section 16 reporting expectations and provides transparency about the timing and mechanics of the insider's sales. No governance concerns are raised by the filing itself; it documents a systematic disposition schedule rather than opportunistic trading.

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^*

Miller Timothy William

(Last) (First) (Middle)

1100 WOODFIELD ROAD,

SUITE 510

(Street)

SCHAUMBURG IL 60173

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GIFTIFY, INC. [ GIFT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		S		1,000	D	$1.05	46,833	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:

Remarks:

Mr. Miller entered into a 10b5-1 Plan on February 6, 2025, with Merrill Lynch under which he sells 1,000 shares on or about the first day of each month commencing March 1, 2025.

	/s/ Timothy Miller	09/09/2025
	** 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 did the Form 4 for GIFTIFY, INC. report?

The filing reports a sale of 1,000 shares by Timothy William Miller on 09/08/2025 at $1.05 per share and shows post-transaction ownership of 46,833 shares.

Is the sale part of a 10b5-1 plan for GIFTIFY, INC. insiders?

Yes. Mr. Miller entered into a 10b5-1 plan with Merrill Lynch on February 6, 2025, to sell 1,000 shares monthly beginning March 1, 2025.

What positions does the reporting person hold at the company?

Timothy William Miller is reported as a Director and Vice President, Sales.

How many shares does the insider own after the reported sale?

46,833 shares of common stock are reported as beneficially owned following the transaction.

When will similar sales likely occur?

Under the disclosed 10b5-1 plan, sales of 1,000 shares are expected on or about the first day of each month.