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

Date of Report (Date of earliest event reported): March 1618, 2026

Brag House Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42525

87-4032622

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

45 Park Street, ~~Montclair, NJ 07042~~

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 Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) 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 value		TBH		The Nasdaq Stock Market 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. ☐

Item 5.~~07.~~02 ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, ~~Brag~~on ~~House~~July ~~Holdings~~18, ~~Inc.~~ ~~(the “Company”) has entered into a Merger Agreement~~2025, ~~dated~~the asBoard of ~~October 12,~~Directors ~~2025,~~(the by“Board”) ~~and~~of ~~among the Company,~~ Brag House ~~Merger Sub~~Holdings, Inc., ~~a Delaware corporation~~ (~~“Merger~~the ~~Sub~~“Company”) issued, ~~and~~pursuant ~~House~~to ofthe ~~Doge~~Company’s ~~Inc.,~~2024 aOmnibus ~~Texas~~Incentive ~~corporation~~Plan (~~“House of~~the ~~Doge~~“Plan”), as223,556 ~~amended~~stock ~~pursuant~~options to ~~Amendment~~Lavell Juan ~~No.~~Malloy 1II ~~thereto~~(the ~~dated~~Company’s asCEO ~~of November 26, 2025~~ and ~~Amendment~~Chairman ~~No 2. thereto dated as~~ of ~~February 2, 2026 (~~the ~~“Merger Agreement”~~Board), ~~pursuant~~and ~~to which~~223,556 ~~among~~Options ~~other~~to ~~things,~~Daniel ~~Merger~~Leibovich ~~Sub~~(the ~~will~~Company’s ~~merge~~Chief ~~with~~Operating Officer and ~~into~~a ~~House~~member of ~~Doge (~~the ~~“Merger”~~Board), ~~with~~(each ~~House~~an ~~of Doge surviving the Merger as a wholly owned subsidiary of the Company~~“Executive”).

~~On March 16, 2026, the Company convened its special~~As ~~meeting~~ of ~~stockholders to vote on~~ the ~~Merger~~date ~~Agreement and related matters (the “Special Meeting”). At the Special Meeting~~hereof, ~~Lavell~~each ~~Juan Malloy, II, Chief~~ Executive ~~Officer~~holds ~~and Chairman of the Board of Directors of the Company~~570,778 ~~presiding~~stock ~~over~~options ~~the~~issued ~~Special Meeting,~~pursuant ~~moved that the meeting be adjourned~~ to ~~2:00 p.m., Eastern Time, on Tuesday, April 7, 2026, to permit further solicitation and vote of proxies, for~~ the ~~purpose of soliciting additional proxies to approve such proposals (the “Adjournment Proposal”)~~Plan.

~~The~~On March ~~Company’s~~18, ~~stockholders~~2026, the Board approved a corrective action with respect to the outstanding equity compensation arrangements of Mr. Malloy ~~Adjournment~~and ~~Proposal~~Mr. asLeibovich ~~follows~~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.

Votes
For	Against	Abstain
8,907,331	237,578	8,102

The Board approved the following two-step corrective action:

Item 8.01. Other Events.

	(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).

~~Consistent with~~ Following the ~~vote~~corrective onaction by the ~~Adjournment~~Board, ~~Proposal set~~on ~~forth~~March ~~above~~19, ~~as announced in the Special Meeting~~2026, the Company ~~intends~~entered tointo ~~reconvene~~ the ~~Special~~Restricted ~~Meeting~~Stock onUnit ~~April~~Award 7,Agreement ~~2026,~~with ateach ~~2:00 p.m.~~Executive ~~Eastern Time~~respectively, ~~virtually~~(the at“RSU ~~https://web.viewproxy.com/tbh/2026SM.~~Agreements”) ~~The~~to ~~record~~issue ~~date~~570,778 ~~for~~RSUs ~~determination~~in lieu of ~~stockholders~~the ~~entitled~~number toshares ~~vote~~underlying at the ~~Special~~cancelled ~~Meeting remains January 27, 2026~~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.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant to the requirements of the Securities~~(d) ~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Exhibits

Date: March 20, 2026	BRAG HOUSE HOLDINGS, INC.
Exhibit No.		Description
	By:	/s/ Lavell Juan Malloy, II
10.1		Restricted Stock Award by and between Brag House Holdings, Inc. and Lavell Juan Malloy, II
	Name:	Lavell Juan Malloy, II
10.2		Restricted Stock Award by and between Brag House Holdings, Inc. and Daniel Leibovich
	Title:	Chief Executive Officer
104		Cover 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

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