Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On May 29, 2026, GivBux, Inc. (the "Company") sold One Million (1,000,000) restricted shares of the Company's Series C Preferred Stock to its founder, Kenyatto M. Jones. The Series C Preferred Stock is super-voting at the rate of Five Thousand (5,000) votes per share and is not convertible into common shares of the Company. The consideration paid by Mr. Jones was the sum of $1,000 in the form of cancellation of debt owed by the Company to Mr. Jones.

The foregoing discussion of the description of the voting powers, designations, preferences, limitations, restrictions and relative rights of the Series C Preferred Stock is a summary only and is qualified in its entirety by the full text of the Company's Certificate of Designation of Series C Preferred Stock filed with the Nevada Secretary of State on November 3, 2022, a copy of which is attached as Exhibit 3.3 hereto and incorporated herein by reference.