Brag House (TBH) Insider Receives Immediate-Vest Stock Options

Rhea-AI Filing Summary

Brag House Holdings, Inc. (TBH) Form 4: Director Daniel Fidrya reported the grant of 100,000 stock options on 18 Jul 2025 under the company’s 2024 Omnibus Incentive Plan. The options carry a $1.00 exercise price, vest immediately, are fully exercisable upon grant and expire 18 Jul 2030. No other non-derivative holdings were disclosed. Following the transaction the director beneficially owns 100,000 derivative securities; no direct share ownership was reported. The filing represents a standard equity-based compensation award, creating potential future dilution equal to the optioned shares but also aligning the new director’s interests with shareholders.

Insights

Corporate Governance Analyst

TL;DR: Immediate-vest 100k options at $1 align director incentives; modest dilution, neutral overall.

The award grants Mr. Fidrya meaningful upside only if TBH’s share price exceeds $1, encouraging value creation. The 5-year tenor is typical for small-cap incentive plans. With no performance hurdles, shareholders absorb dilution risk from an additional 100,000 shares (exact percentage impact depends on current outstanding share count, not disclosed here). Given the size and routine nature, I view this as governance-neutral.

Portfolio Manager

TL;DR: Routine option grant—minor dilution, limited immediate market impact.

From an investor’s perspective the filing signals neither bullish nor bearish insider sentiment because the options were board-approved compensation, not an open-market purchase. Unless TBH’s float is extremely tight, 100k options are unlikely to move valuation metrics. I classify the disclosure as non-impactful for trading decisions but note it modestly increases fully diluted share count.

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).

1. Name and Address of Reporting Person^*

Fidrya Daniel

(Last) (First) (Middle)

45 PARK STREET

(Street)

MONTCLAIR NJ 07042

(City) (State) (Zip)

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2025

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

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)	$1	07/18/2025		A		100,000(1)		07/18/2025	07/18/2030	Common Stock	100,000	$0	100,000	D

Explanation of Responses:

1. On July 18, 2025, the Board of Directors of the Company granted the stock options ("Options"), which were issued pursuant to the Company's 2024 Omnibus Incentive Plan. The Options are fully vested, immediately exercisable and shall expire on July 18, 2030.

	/s/ Daniel Fidrya	07/21/2025
	** 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 transaction did TBH report on 18 Jul 2025?

Director Daniel Fidrya received 100,000 stock options exercisable at $1 under the 2024 Omnibus Incentive Plan.

What is the exercise price and expiration date of the TBH options?

The options carry a $1.00 strike price and expire 18 Jul 2030.

How many TBH shares could be issued if the options are exercised?

Up to 100,000 common shares could be issued upon full exercise.

Does the filing show any direct share purchases by the director?

No; only derivative securities (options) were reported, with no open-market share buys.

Will this option grant dilute TBH shareholders?

If exercised, the options would add 100,000 shares; dilution impact depends on TBH’s total shares outstanding.