8-K - TBH - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Dateof Report (Date of earliest event reported): March 18, 2026

BragHouse Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-42525	87-4032622
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission File Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

45Park Street,

Montclair,NJ 07042

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(413) 398-2845

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the<br> Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c)<br> under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par<br> value	TBH	The Nasdaq Stock Market<br> LLC

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).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain 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<br> of Stock Options. The mutual cancellation of all outstanding stock option awards held by<br> each Executive, consisting of 570,778 shares subject to options held by Mr. Malloy and 570,778<br> shares subject to options held by Mr. Leibovich (1,141,556 shares in the aggregate).
(ii)	Issuance<br> of Replacement RSUs. The issuance to each Executive of 570,778 Restricted Stock Units (“RSUs”)<br> under the Plan, fully vested upon grant, covering the same number of shares as the cancelled<br> 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.

Item9.01 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<br> Page Interactive Data File (embedded with the Inline XBRL document).

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

Exhibit 10.1

BRAG HOUSE HOLDINGS, INC.

2024 OMNIBUS INCENTIVE PLAN

RESTRICTEDSTOCK 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<br> of the Company’s contractual reimbursement obligation under Section 4.4 of the Executive Employment Agreement dated June 15,<br> 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. Grantof 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. Considerationand 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. Cancellationof 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 “SecuritiesAct”), 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 (“Rule144”). 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.

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. StockholderRights. 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. EntireAgreement; 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. NoGuarantee 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)

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

RESTRICTEDSTOCK UNIT 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<br> of the Company’s contractual reimbursement obligation under Section 4.4 of the Executive Employment Agreement dated June 15,<br> 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.

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.

E. Cancellationof 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.

G. Tax Obligations.

(Signature Page Follows)

PARTICIPANT	BRAG HOUSE HOLDINGS, INC.
	By:
/s/ Daniel<br> Leibovich	/s/ Lavell<br> Juan Malloy, II
Signature	Signature
Daniel Leibovich	Lavell Juan<br> Malloy, II
Print Name	Print Name
	Chief Executive<br> Officer
	Title

Signature Page to Restricted Stock Unit Award Agreement – Daniel Leibovich