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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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective February 5, 2026, Chetan Jindal resigned from his position as Chief Financial Officer of Brag House Holdings, Inc. (the “Company”) in order to pursue other opportunities. Brag House wishes Mr. Jindal the best in his future endeavors.
Effective February 5, 2026, the board of directors of the Company appointed Rene Rodriguez as the Company’s Acting Chief Financial Officer. Mr. Rodriguez, age 42, has served as the Company’s Controller since March 1, 2025, and prior to that as an independent contractor providing finance and accounting services to the Company from June 1, 2022 until February 28, 2025.
From May 2021 through February 2025, Mr. Rodriguez served as Founder and President of Isthmus Accounting Professionals, a public accounting firm based in Miami, Florida. At Isthmus Accounting Professionals, Mr. Rodriguez worked with early-stage companies across various industries, providing assurance, accounting, and advisory services. Prior to founding Isthmus Accounting Professionals, Mr. Rodriguez served as an Audit Manager in the University of Miami’s Audit and Advisory Services Department, where he participated in a variety of audit initiatives and special investigations. Before that, Mr. Rodriguez was an Audit Supervisor in the Internal Audit Department of Lennar Corporation, a publicly traded company, where he led audit teams on multiple engagements, including Sarbanes-Oxley internal control audits, and was responsible for recruiting and mentoring participants in the company’s leadership development program. Mr. Rodriguez holds a Bachelor of Arts degree and a Master’s degree in Accounting from Florida International University. He is a Certified Public Accountant licensed in the State of Florida and a Certified Fraud Examiner.
Family Relationships
Mr. Rodriguez does not have a family relationship with any of the current officers or directors of the Company.
Related Party Transactions
The following related party transactions are reportable under Item 404(a) of Regulation S-K:
Mr. Rodriguez received compensation totaling approximately $187,993 in 2025 for his service to the Company as an independent contractor and Controller.
On June 24, 2025, Mr. Rodriguez received options to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.839 per share. 25,000 of the stock options vested on the issuance date and 25,000 of the remaining stock options will vest on each of June 24, 2026, June 24, 2027, and June 24, 2028, subject to his continued service.
On July 18, 2025, Mr. Rodriguez received options to purchase 50,000 shares of the Company’s common stock at an exercise price of $1.00 per share, all of which were fully vested on the date of the grant.
On December 10, 2025, Brag House Inc. (a subsidiary of the Company) entered into an employment agreement with Mr. Rodriguez pursuant to which he will serve as Controller of the Brag House Division of the Company, effective upon the closing of the pending merger between Brag House Merger Sub, Inc., a subsidiary of the Company, and House of Doge Inc. Under the agreement, Mr. Rodriguez will receive an annual base salary of $150,000, payable monthly, and may be eligible for an annual discretionary bonus of up to 10% of his base salary, paid 50% in cash and 50% in the Company’s equity securities. The agreement also includes health insurance plan reimbursement of up to $1,000 per month and healthcare coverage and benefits consistent with the amounts of coverage he receives and employer contributions to any such plan pursuant to the terms of his current employment arrangement.
The agreement provides that Mr. Rodriguez must provide Brag House Inc. with at least 30 days’ written notice prior to resigning, which requirement can be waived by Brag House Inc. (which waiver shall not be deemed to be a termination without Cause (as defined in the agreement)). If Brag House Inc. terminates Mr. Rodriguez’ employment without Cause, then he is entitled to (subject to his execution of a separation agreement that contains a release of claims) a payment equal to three months of his annual base salary.
The agreement also contains non-compete, non-disparagement and confidentiality provisions.
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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: February 11, 2026 | BRAG HOUSE HOLDINGS, INC. | |
| By: | /s/ Lavell Juan Malloy, II | |
| Name: | Lavell Juan Malloy, II | |
| Title: | Chief Executive Officer | |
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