HODO 8-K
House of Doge Inc. (HODO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on July 18, 2025, the Board of Directors (the “Board”) of Brag House Holdings, Inc. (the “Company”) issued, pursuant to the Company’s 2024 Omnibus Incentive Plan (the “Plan”), 223,556 stock options to Lavell Juan Malloy II (the Company’s CEO and Chairman of the Board) and 223,556 Options to Daniel Leibovich (the Company’s Chief Operating Officer and a member of the Board) (each an “Executive”).
As of the date hereof, each Executive holds 570,778 stock options issued pursuant to the Plan.
On March 18, 2026, the Board approved a corrective action with respect to the outstanding equity compensation arrangements of Mr. Malloy and Mr. Leibovich to reflect the original economic intent of the compensation arrangements set forth in their respective Executive Employment Agreements dated June 15, 2024, and to avoid unnecessary tax burden or contingent cash liabilities to both the Company and the Executives.
The Board approved the following two-step corrective action:
| (i) | Cancellation of Stock Options. The mutual cancellation of all outstanding stock option awards held by each Executive, consisting of 570,778 shares subject to options held by Mr. Malloy and 570,778 shares subject to options held by Mr. Leibovich (1,141,556 shares in the aggregate). | |
| (ii) | Issuance of Replacement RSUs. The issuance to each Executive of 570,778 Restricted Stock Units (“RSUs”) under the Plan, fully vested upon grant, covering the same number of shares as the cancelled options (1,141,556 RSUs in the aggregate). |
Following the corrective action by the Board, on March 19, 2026, the Company entered into the Restricted Stock Unit Award Agreement with each Executive respectively, (the “RSU Agreements”) to issue 570,778 RSUs in lieu of the number shares underlying the cancelled stock options.
The foregoing description of the RSU Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the form of RSU Agreement under the Plan, copies of which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Restricted Stock Award by and between Brag House Holdings, Inc. and Lavell Juan Malloy, II | |
| 10.2 | Restricted Stock Award by and between Brag House Holdings, Inc. and Daniel Leibovich | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 24, 2026 | BRAG HOUSE HOLDINGS, INC. | |
| By: | /s/ Lavell Juan Malloy, II | |
| Name: | Lavell Juan Malloy, II | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
BRAG HOUSE HOLDINGS, INC.
2024 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
Unless otherwise defined herein, the terms defined in the 2024 Omnibus Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
1. Notice of Restricted Stock Unit Award.
| Participant: | Lavell J Malloy, II |
| Address: | 20 Puritan Drive, Rotterdam, NY 12306 |
| Date of Grant: | March 18, 2026 |
| Number of RSUs: | 570,778 |
| Vesting: | Fully vested upon grant |
| Settlement: | As soon as administratively practicable |
| Plan: | 2024 Brag House Holdings, Inc. Omnibus Incentive Plan |
| Consideration: | Granted in full satisfaction of the Company’s contractual reimbursement obligation under Section 4.4 of the Executive Employment Agreement dated June 15, 2024, between the Company and Participant |
The undersigned Participant has been granted Restricted Stock Units of the Company, subject to the terms and conditions of the Plan and this Award Agreement.
2. Agreement.
A. Grant of RSUs. Brag House Holdings, Inc. (the “Company”) hereby grants to the Participant named above (“Participant”) the number of Restricted Stock Units (“RSUs”) set forth above, subject to the terms and conditions of the Plan and this Award Agreement. Each RSU represents the right to receive one share of Common Stock of the Company (“Share”) upon settlement. In the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail.
B. Vesting. The RSUs are fully vested as of the Date of Grant. No additional vesting period, continued service requirement, or performance condition applies to the RSUs.
C. Settlement. The Company shall deliver to the Participant one share of Common Stock for each vested RSU. RSUs shall be issued as soon as administratively practicable following the applicable settlement event, but in no event later than thirty (30) days thereafter, subject to Section 409A of the Code.
D. Consideration and Satisfaction of Contractual Obligation. The RSU award made hereunder is granted in full and complete satisfaction of the Company’s unconditional contractual obligation to reimburse the Participant’s stock option exercise price under Section 4.4 of the Executive Employment Agreement dated June 15, 2024 (the “Employment Agreement”). Upon delivery of this Award Agreement to Participant, the Company’s reimbursement obligation under Section 4.4 of the Employment Agreement with respect to the option grants identified in Section E below is extinguished in full. The Board of Directors, by resolution adopted at its meeting on March 18, 2026, approved the cancellation of such option grants and the issuance of this RSU award, and such Board resolution, together with this Award Agreement, constitutes the record of such cancellation.
E. Cancellation of Prior Option Grants. The following stock option grants held by Participant are hereby cancelled in their entirety, effective as of the Date of Grant of this Award Agreement, as approved by the Board of Directors at its meeting on March 18, 2026: Grant No. 1101 (ISO, 173,611 shares at $0.576/share, dated June 1, 2025); Grant No. 1101N (NQSO, 173,611 shares at $0.576/share, dated June 1, 2025); and Grant No. 1110N (NQSO, 223,556 shares at $1.00/share, dated July 18, 2025), totaling 570,778 option shares. Participant acknowledges and agrees that such option grants are cancelled as of the date hereof and that Participant has no further rights thereunder. The RSU award granted herein covers the same number of shares as the cancelled option grants in the aggregate.
F. Compliance with Laws and Regulations.
(1) The RSUs and the obligation of the Company to deliver Shares hereunder shall be subject in all respects to: (i) all applicable federal and state laws, rules and regulations (“Applicable Laws”); and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Shares may not be delivered if the issuance thereof would be contrary to Applicable Law.
(2) The Shares to be issued upon settlement of the RSUs have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Form S-8 Registration Statement covering shares issuable under the 2024 Omnibus Incentive Plan. As registered shares issued under a Form S-8, such Shares will be freely tradable upon delivery, subject to any restrictions applicable to the Participant as an “affiliate” of the Company within the meaning of Rule 144 under the Securities Act (“Rule 144”). As an affiliate, the Participant acknowledges that any resale of Shares may be subject to the volume, manner-of-sale, and other requirements of Rule 144.
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G. Tax Obligations.
(1) Tax Withholding. Participant agrees to make appropriate arrangements with the Company for the satisfaction of all federal, state, local and foreign income and employment tax withholding requirements applicable to the settlement of the RSUs. The Company may refuse to deliver Shares if such withholding amounts are not satisfied at the time of settlement.
(2) Section 409A. This Award Agreement is intended to comply with, or be exempt from, Section 409A of the Code (“Section 409A”) and shall be interpreted and administered accordingly. The settlement of RSUs upon separation from service shall be subject to any delay required under Section 409A(a)(2)(B)(i) of the Code with respect to specified employees of publicly traded companies. The Company makes no representation or warranty and shall have no liability to Participant or any other person with respect to any taxes, penalties, or interest that may be imposed under Section 409A.
H. Stockholder Rights. Until Shares are issued to Participant in settlement of RSUs, Participant shall not have any rights of a stockholder of the Company with respect to the RSUs or the Shares issuable thereunder, including the right to vote or receive dividends.
I. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware.
J. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR SERVICE PROVIDER FOR ANY PERIOD, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY TO TERMINATE PARTICIPANT’S RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.
(Signature Page Follows)
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Participant acknowledges receipt of a copy of the Plan and represents that Participant is familiar with the terms and provisions thereof, and hereby accepts this RSU Award subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, and fully understands all provisions hereof.
| PARTICIPANT | BRAG HOUSE HOLDINGS, INC. | |
| By: | ||
| /s/ Lavell Juan Malloy, II | /s/ Daniel Leibovich | |
| Signature | Signature | |
| Lavell Juan Malloy, II | Daniel Leibovich | |
| Print Name | Print Name | |
| Chief Operating Officer | ||
| Title |
Signature Page to Restricted Stock Unit Award Agreement – Lavell Juan Malloy, II
Exhibit 10.2
BRAG HOUSE HOLDINGS, INC.
2024 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
Unless otherwise defined herein, the terms defined in the 2024 Omnibus Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
1. Notice of Restricted Stock Unit Award.
| Participant: | Daniel Leibovich |
| Address: | 239 Mustard Hill Ct.Saint Augustine, FL 32086 |
| Date of Grant: | March 18, 2026 |
| Number of RSUs: | 570,778 |
| Vesting: | Fully vested upon grant |
| Settlement: | As soon as administratively practicable |
| Plan: | 2024 Brag House Holdings, Inc. Omnibus Incentive Plan |
| Consideration: | Granted in full satisfaction of the Company’s contractual reimbursement obligation under Section 4.4 of the Executive Employment Agreement dated June 15, 2024, between the Company and Participant |
The undersigned Participant has been granted Restricted Stock Units of the Company, subject to the terms and conditions of the Plan and this Award Agreement.
2. Agreement.
A. Grant of RSUs. Brag House Holdings, Inc. (the “Company”) hereby grants to the Participant named above (“Participant”) the number of Restricted Stock Units (“RSUs”) set forth above, subject to the terms and conditions of the Plan and this Award Agreement. Each RSU represents the right to receive one share of Common Stock of the Company (“Share”) upon settlement. In the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail.
B. Vesting. The RSUs are fully vested as of the Date of Grant. No additional vesting period, continued service requirement, or performance condition applies to the RSUs.
C. Settlement. The Company shall deliver to the Participant one share of Common Stock for each vested RSU. RSUs shall be issued as soon as administratively practicable following the applicable settlement event, but in no event later than thirty (30) days thereafter, subject to Section 409A of the Code.
D. Consideration and Satisfaction of Contractual Obligation. The RSU award made hereunder is granted in full and complete satisfaction of the Company’s unconditional contractual obligation to reimburse the Participant’s stock option exercise price under Section 4.4 of the Executive Employment Agreement dated June 15, 2024 (the “Employment Agreement”). Upon delivery of this Award Agreement to Participant, the Company’s reimbursement obligation under Section 4.4 of the Employment Agreement with respect to the option grants identified in Section E below is extinguished in full. The Board of Directors, by resolution adopted at its meeting on March 18, 2026, approved the cancellation of such option grants and the issuance of this RSU award, and such Board resolution, together with this Award Agreement, constitutes the record of such cancellation.
E. Cancellation of Prior Option Grants. The following stock option grants held by Participant are hereby cancelled in their entirety, effective as of the Date of Grant of this Award Agreement, as approved by the Board of Directors at its meeting on March 18, 2026: Grant No. 1102 (ISO, 173,611 shares at $0.576/share, dated June 1, 2025); Grant No. 1102N (NQSO, 173,611 shares at $0.576/share, dated June 1, 2025); and Grant No. 1111N (NQSO, 223,556 shares at $1.00/share, dated July 18, 2025), totaling 570,778 option shares. Participant acknowledges and agrees that such option grants are cancelled as of the date hereof and that Participant has no further rights thereunder. The RSU award granted herein covers the same number of shares as the cancelled option grants in the aggregate.
F. Compliance with Laws and Regulations.
(1) The RSUs and the obligation of the Company to deliver Shares hereunder shall be subject in all respects to: (i) all applicable federal and state laws, rules and regulations (“Applicable Laws”); and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Shares may not be delivered if the issuance thereof would be contrary to Applicable Law.
(2) The Shares to be issued upon settlement of the RSUs have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Form S-8 Registration Statement covering shares issuable under the 2024 Omnibus Incentive Plan. As registered shares issued under a Form S-8, such Shares will be freely tradable upon delivery, subject to any restrictions applicable to the Participant as an “affiliate” of the Company within the meaning of Rule 144 under the Securities Act (“Rule 144”). As an affiliate, the Participant acknowledges that any resale of Shares may be subject to the volume, manner-of-sale, and other requirements of Rule 144.
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G. Tax Obligations.
(1) Tax Withholding. Participant agrees to make appropriate arrangements with the Company for the satisfaction of all federal, state, local and foreign income and employment tax withholding requirements applicable to the settlement of the RSUs. The Company may refuse to deliver Shares if such withholding amounts are not satisfied at the time of settlement.
(2) Section 409A. This Award Agreement is intended to comply with, or be exempt from, Section 409A of the Code (“Section 409A”) and shall be interpreted and administered accordingly. The settlement of RSUs upon separation from service shall be subject to any delay required under Section 409A(a)(2)(B)(i) of the Code with respect to specified employees of publicly traded companies. The Company makes no representation or warranty and shall have no liability to Participant or any other person with respect to any taxes, penalties, or interest that may be imposed under Section 409A.
H. Stockholder Rights. Until Shares are issued to Participant in settlement of RSUs, Participant shall not have any rights of a stockholder of the Company with respect to the RSUs or the Shares issuable thereunder, including the right to vote or receive dividends.
I. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. This Award Agreement is governed by the internal substantive laws, but not the choice of law rules, of Delaware.
J. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR SERVICE PROVIDER FOR ANY PERIOD, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY TO TERMINATE PARTICIPANT’S RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.
(Signature Page Follows)
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Participant acknowledges receipt of a copy of the Plan and represents that Participant is familiar with the terms and provisions thereof, and hereby accepts this RSU Award subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, and fully understands all provisions hereof.
| PARTICIPANT | BRAG HOUSE HOLDINGS, INC. | |
| By: | ||
| /s/ Daniel Leibovich | /s/ Lavell Juan Malloy, II | |
| Signature | Signature | |
| Daniel Leibovich | Lavell Juan Malloy, II | |
| Print Name | Print Name | |
| Chief Executive Officer | ||
| Title |
Signature Page to Restricted Stock Unit Award Agreement – Daniel Leibovich