Brag House Holdings Inc.

03/25/2026 | Press release | Distributed by Public on 03/25/2026 18:33

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Malloy Lavell Juan II
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
(Last) (First) (Middle)
45 PARK STREET
3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026
(Street)
MONTCLAIR, NJ 07042
4. If Amendment, Date 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
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Malloy Lavell Juan II
45 PARK STREET
MONTCLAIR, NJ 07042
X Chairman and CEO

Signatures

/s/ Lavell Juan Malloy, II 03/25/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Brag House Holdings Inc. published this content on March 25, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 26, 2026 at 00:34 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]