Brag House (TBH) CEO cancels options, gains 570,778 common shares

Rhea-AI Filing Summary

Brag House Holdings, Inc. Chairman and CEO Malloy Lavell Juan II restructured his equity compensation on March 18, 2026. The company and the executive agreed to cancel stock options covering 570,778 shares of common stock and issue 570,778 restricted stock units (RSUs) instead.

The RSUs were fully vested and immediately exercisable, and were then converted into 570,778 shares of common stock at no cash cost. Following these transactions, Malloy held 980,851 shares of common stock directly. No open‑market purchases or sales occurred; this was a compensation and structure change.

Insider Trade Summary

570,778 shares exercised/converted

Mixed 4 txns

Insider Malloy Lavell Juan II

Role Chairman and CEO

Type	Security	Shares	Price	Value
H	Stock Option (right to buy)	570,778	$0.00	--
Grant/Award	Restricted Stock Unit	570,778	$0.00	--
Conversion	Restricted Stock Unit	570,778	$0.00	--
Grant/Award	Common Stock	570,778	$0.00	--

Holdings After Transaction: Stock Option (right to buy) — 0 shares (Direct); Restricted Stock Unit — 570,778 shares (Direct); Common Stock — 980,851 shares (Direct)

Footnotes (1)

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. These securities are RSUs, which were issued pursuant to the Company's 2024 Omnibus Incentive Plan. The RSUs are fully vested and immediately exercisable. 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. The RSUs do not expire, they either vest or are canceled prior to vesting date.

Form 4 Insider Transactions: What Each Field Means →

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^*

Malloy Lavell Juan II

(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)
	Chairman and CEO

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	980,851	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/ Lavell Juan Malloy, II	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 did TBH Chairman and CEO Malloy Lavell Juan II report on this Form 4?

He reported a restructuring of his equity awards. 570,778 stock options were mutually canceled and replaced with 570,778 restricted stock units, which were then converted into common shares as part of his compensation package.

How many Brag House (TBH) shares did the CEO receive in this transaction?

He ultimately received 570,778 shares of common stock. These came from fully vested restricted stock units issued in lieu of his canceled options, and increased his direct common stock holdings to a reported total of 980,851 shares.

Were there any open-market buys or sells of TBH stock in this Form 4?

No open-market trades occurred. The filing shows option cancellations, RSU grants, and RSU conversion into common stock, all at a stated price of $0.00 per share, reflecting non-cash compensation adjustments rather than market transactions.

Why were 570,778 stock options for TBH canceled and replaced with RSUs?

The Board approved a corrective action under which all outstanding options held by the CEO, covering 570,778 shares, were mutually canceled and replaced with the same number of RSUs, simplifying his equity compensation structure according to the disclosed terms.

What were the terms of the canceled Brag House (TBH) stock options?

347,222 options had a $0.576 exercise price and were set to expire on March 5, 2035. The remaining 223,556 options had a $1.00 exercise price and were set to expire on July 18, 2030, according to the disclosure.

How do the new TBH RSUs differ from the canceled stock options?

The new RSUs are fully vested and immediately exercisable with no expiration date; they either vest or are canceled before vesting. By contrast, the canceled options had fixed exercise prices and specified future expiration dates tied to earlier grants.