Timothy Miller (GIFT) monthly 10b5-1 sales reduce holdings to 47,833 shares

Rhea-AI Filing Summary

Timothy William Miller, Vice President, Sales of GIFTIFY, INC. (GIFT), reported a series of scheduled sales under a 10b5-1 trading plan. The Form 4 shows three monthly dispositions of common stock: 1,000 shares sold on 06/06/2025 at $1.64, 1,000 shares sold on 07/07/2025 at $1.32, and 1,000 shares sold on 08/06/2025 at $1.01. His beneficial ownership decreased from 49,833 shares after the June sale to 47,833 shares after the August sale. The filing states the 10b5-1 plan was entered on February 6, 2025 with Merrill Lynch and calls for selling 1,000 shares on the sixth day of each month beginning March 1, 2025. The form is signed by Mr. Miller on 08/27/2025.

Positive

• Sales executed under a documented 10b5-1 plan established February 6, 2025 with Merrill Lynch
• Consistent disclosure of transaction dates, prices, and post-transaction beneficial ownership
• Form properly signed by the reporting person (Timothy Miller) on 08/27/2025

Negative

• Beneficial ownership declined from 49,833 shares to 47,833 shares following reported sales
• Reported sale prices declined across the three transactions: $1.64, $1.32, $1.01

Insights

Securities Compliance Analyst

TL;DR: Routine insider sales executed under a documented 10b5-1 plan; shows methodical monthly dispositions and proper disclosure.

The Form 4 discloses systematic monthly sales of 1,000 shares each executed under a 10b5-1 plan established on February 6, 2025 with Merrill Lynch. The filing lists transaction dates, prices and resulting beneficial ownership counts, and includes the required signature dated August 27, 2025. From a compliance perspective, the report contains the core elements regulators and investors expect for rule-based insider selling: plan date, transaction pattern, and per-trade details. There is no indication in this filing of ad hoc or opportunistic trading outside the plan.

Corporate Governance Specialist

TL;DR: Dispositions are predictable and documented; modest ownership decline but no governance red flags in this filing alone.

The transactions reduce Mr. Miller's beneficial holdings from 49,833 to 47,833 shares across the reported months. The disclosure of the 10b5-1 plan and the consistent monthly sale schedule mitigate concerns about selective insider timing. Because the filing contains only scheduled sales and provides explicit plan details, it does not, by itself, suggest governance or disclosure issues. Materiality relative to total company outstanding shares is not provided here and cannot be assessed from this form alone.

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)
06/06/2025

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	06/06/2025		S		1,000	D	$1.64	49,833	D
Common stock	07/07/2025		S		1,000	D	$1.32	48,833	D
Common stock	08/06/2025		S		1,000	D	$1.01	47,833	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 the sixth day of each month commencing March 1, 2025.

	/s/ Timothy Miller	08/27/2025
	** 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 Timothy W. Miller report for GIFT (GIFTIFY, INC.)?

The Form 4 reports scheduled sales of common stock: 1,000 shares on 06/06/2025 at $1.64, 1,000 shares on 07/07/2025 at $1.32, and 1,000 shares on 08/06/2025 at $1.01.

Was Timothy Miller selling shares under a 10b5-1 plan?

Yes. The filing states Mr. Miller entered into a 10b5-1 plan on February 6, 2025 with Merrill Lynch to sell 1,000 shares on the sixth day of each month starting March 1, 2025.

How many shares does Timothy Miller own after the reported transactions?

Following the reported sales through August 6, 2025, the filing shows Mr. Miller beneficially owned 47,833 shares.

When was the Form 4 signed by the reporting person?

The Form 4 is signed by Timothy Miller on 08/27/2025.