[Form 4] Brag House Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Brag House Holdings (TBH) Form 4: On 18 Jul 2025, Chief Operating Officer & Director Daniel Leibovich received a fully-vested option to purchase 223,556 TBH common shares at an exercise price of $1.00 per share. The award was issued under the company’s 2024 Omnibus Incentive Plan, is immediately exercisable and expires on 18 Jul 2030.

No non-derivative share purchases or sales were reported; Table I is blank. After the grant, Leibovich beneficially owns 223,556 derivative securities, all held directly. The filing represents routine equity compensation and introduces only limited potential dilution given the single-grant size. Market impact is likely neutral unless the options are exercised and subsequently sold.

Positive

• Insider alignment: COO/Director now holds 223,556 options, tying compensation directly to equity performance.
• Timely disclosure: Form 4 filed within required two-business-day window, indicating compliance discipline.

Negative

• Immediate vesting: Options are fully vested on grant, providing limited long-term retention incentive and introducing potential short-term selling pressure.
• Potential dilution: Exercise of 223,556 options could expand share count, albeit modestly (exact percentage not disclosed).

Insights

Financial Analyst

TL;DR: Routine, fully-vested option grant to COO; improves alignment but carries minor dilution risk—overall neutral.

The grant of 223,556 at $1.00 shows management incentivisation close to current pricing (pricing data not provided). Immediate vesting provides flexibility but removes long-term retention leverage. With no concurrent share sales, insider sentiment appears stable. Absent share count context, the award is unlikely to materially shift valuation metrics. I classify the filing as informational rather than catalytic.

Corporate Governance Expert

TL;DR: Instant-vest option grant raises governance questions yet remains standard for small-cap incentives; impact minimal.

Fully-vested options can weaken retention incentives and shareholder-friendly vesting schedules. However, for emerging issuers like TBH, up-front vesting may help attract talent. The grant size is moderate and filed timely, indicating compliance with Section 16 reporting rules. No red flags beyond typical dilution considerations.

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^*

Malloy Lavell Juan II

(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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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		223,556(1)		07/18/2025	07/18/2030	Common Stock	223,556	$0	223,556	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/ Lavell Juan Malloy, II	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

How many options were granted to TBH's COO Daniel Leibovich?

He received 223,556 stock options.

What is the exercise price of the new TBH options?

The options can be exercised at $1.00 per share.

When do the options granted on July 18 2025 expire?

They expire on July 18 2030.

Are the options subject to vesting conditions?

No—according to the filing they are fully vested and immediately exercisable.

Did the insider buy or sell any TBH common shares?

No common share transactions were reported; only a derivative option grant was disclosed.

What ownership form was reported for the options?

All 223,556 options are held directly by the insider.