COO at Brag House (TBH) gets 570,778 new common shares

Rhea-AI Filing Summary

Brag House Holdings, Inc. Chief Operating Officer Daniel Leibovich restructured his equity awards on March 18, 2026. The board approved canceling stock options covering 570,778 shares and issuing 570,778 fully vested restricted stock units instead, which were then converted into 570,778 shares of common stock at no cost. Following these non-market, compensation-related transactions, he directly holds 791,767 common shares.

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^*

Leibovich Daniel

(Last) (First) (Middle)

45 PARK STREET

(Street)

MONTCLAIR NEW JERSEY 07042

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Brag House Holdings, Inc. [ TBH ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

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	03/18/2026		A		570,778(2)	A	$0	791,767	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
Stock Option (right to buy)	(3)	03/18/2026		H(1)			570,778	(3)	(3)	Common Stock	570,778	$0	0	D
Restricted Stock Unit	$0	03/18/2026		A		570,778		03/18/2026	(4)	Common Stock	570,778	$0	570,778	D
Restricted Stock Unit	$0	03/18/2026		C			570,778	03/18/2026	(4)	Common Stock	570,778	$0	0	D

Explanation of Responses:

1. On March 18, 2026, the Board of Directors (the "Board") approved a corrective action whereby the Company and the Reporting Person agreed to mutually cancel all outstanding stock option awards held by the Reporting Person, consisting of 570,778 shares subject to the options held and issue 570,778 restricted stock units ("RSUs") in lieu of the number of shares underlying the cancelled stock options.

2. These securities are RSUs, which were issued pursuant to the Company's 2024 Omnibus Incentive Plan. The RSUs are fully vested and immediately exercisable.

3. 347,222 of the stock options had an exercise price of $0.576 per share, were exercisable in accordance with the vesting schedule, and were set to expire on March 5, 2035. The remaining 223,556 stock options had an exercise price of $1 per share, were exercisable immediately and were set to expire on July 18, 2030.

4. The RSUs do not expire, they either vest or are canceled prior to vesting date.

	/s/ Daniel Leibovich	03/25/2026
	** 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)

FAQ

What insider equity change did TBH COO Daniel Leibovich report?

Daniel Leibovich replaced options with shares. He canceled stock options covering 570,778 shares and received the same number of restricted stock units, which immediately converted into 570,778 shares of Brag House common stock as a compensation-related adjustment.

How many Brag House (TBH) shares does the COO hold after this Form 4?

Daniel Leibovich now directly holds 791,767 shares. This total comes after canceling options on 570,778 shares, receiving 570,778 restricted stock units, and converting those units into 570,778 shares of Brag House common stock.

Were any Brag House (TBH) shares bought or sold on the market?

No open-market trades occurred in this filing. The transactions involved canceling stock options, granting restricted stock units, and converting them into common shares, all at a price of $0.0000 per share, reflecting internal compensation adjustments rather than market purchases or sales.

What corrective action did Brag House’s board take regarding the COO’s options?

The board approved a corrective equity swap. It mutually canceled all outstanding stock option awards held by Daniel Leibovich, covering 570,778 shares, and issued 570,778 restricted stock units in lieu of the shares underlying the canceled options on March 18, 2026.

What were the terms of the canceled TBH stock options?

The canceled options had two exercise prices and expiries. 347,222 options carried a $0.576 exercise price expiring March 5, 2035, while 223,556 options had a $1.00 exercise price expiring July 18, 2030, with varying vesting conditions before cancellation.

How do the new Brag House RSUs issued to the COO work?

The RSUs are fully vested and immediately exercisable. Issued under the 2024 Omnibus Incentive Plan, these restricted stock units do not have an expiration date; they either vest or are canceled before vesting, and in this case converted into 570,778 common shares on March 18, 2026.