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

Rhea-AI Filing Summary

Brag House Holdings, Inc. (TBH) – Form 4 insider transaction

Director Kevin Foster disclosed the receipt of 150,000 fully-vested stock options on 18 Jul 2025 under the company’s 2024 Omnibus Incentive Plan. The options carry a $1.00 exercise price, are immediately exercisable and expire on 18 Jul 2030. Following the grant, Foster’s reported beneficial ownership consists of 150,000 derivative securities held directly; no common shares were reported in Table I. The filing was signed on 21 Jul 2025.

No sales were reported, and no additional indirect holdings were disclosed. While the award modestly increases potential dilution, it primarily serves to align the director’s incentives with shareholder value over a five-year horizon.

Positive

• Director–shareholder alignment: the option grant ties compensation to future share price performance.

Negative

• Potential dilution: 150,000 new shares could be issued upon exercise, modestly expanding the share base.

Insights

Corporate Governance Analyst

TL;DR: Routine option grant; aligns director incentives, limited dilution, low market impact.

This Form 4 records a standard equity incentive: 150k options at $1, immediately exercisable and expiring in 2030. Such awards are common for small-cap boards and signal that the company seeks to tie director compensation to long-term share performance. Given the absence of concurrent share sales and the modest size relative to typical micro-cap floats, the near-term market impact is negligible. Investors should note the potential for 150k additional shares, but dilution is likely immaterial unless the overall share count is very low. Overall impact: neutral.

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
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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^*

Foster Kevin

(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		150,000(1)		07/18/2025	07/18/2030	Common Stock	150,000	$0	150,000	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/ Kevin Foster	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 disclose?

Director Kevin Foster received 150,000 stock options on 18 Jul 2025 with a $1 exercise price.

Are the TBH options vested immediately?

Yes. The filing states the options are fully vested and immediately exercisable.

When do the newly granted TBH options expire?

The options expire on 18 Jul 2030.

How many TBH shares does the director now beneficially own?

Foster reports 150,000 derivative securities (options) and no direct common shares.

Will this option grant dilute existing TBH shareholders?

If exercised, up to 150,000 new shares could be issued, causing modest dilution.