Giftify (GIFT) CEO receives 500,000-share restricted stock grant

Rhea-AI Filing Summary

Thakker Ketan reported acquisition or exercise transactions in this Form 4 filing.

GIFTIFY, INC. CEO and director Ketan Thakker reported an award of 500,000 shares of restricted common stock on February 2, 2026. The board granted these shares in connection with its evaluation of the company’s 2025 performance, with vesting in equal monthly installments over 36 months.

Following this equity grant, Thakker’s directly held common stock increased to 3,461,098 shares. This was a compensation-related stock award rather than an open-market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Thakker Ketan

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	Common stock	500,000	$1.05	$525K

Holdings After Transaction: Common stock — 3,461,098 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Thakker Ketan

(Last) (First) (Middle)

1100 WOODFIELD ROAD,

SUITE 510

(Street)

SCHAUMBURG IL 60173

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GIFTIFY, INC. [ GIFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of 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

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	02/02/2026		A		500,000	A	$1.05(1)	3,461,098(1)	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. On February 2, 2026, the board of directors of the Issuer granted 500,000 shares of restricted common stock that will vest in equal monthly amounts over 36 months to the Reporting Person in connection with its evaluation of the Issuer's 2025 performance

	/s/ Ketan Thakker	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What insider transaction did GIFT (GIFTIFY, INC.) report for Ketan Thakker?

GIFT reported that CEO and director Ketan Thakker received an award of 500,000 shares of restricted common stock. The grant was approved by the board and is tied to its evaluation of the company’s 2025 performance, with shares vesting over time.

Is the GIFT (GIFTIFY, INC.) Form 4 transaction a stock purchase or an equity award?

The Form 4 transaction is an equity award, not an open-market stock purchase. The board granted 500,000 restricted shares to CEO Ketan Thakker as part of compensation linked to the review of GIFTIFY, INC.’s 2025 performance.

How many GIFT (GIFTIFY, INC.) shares does Ketan Thakker own after this grant?

After the restricted stock grant, CEO Ketan Thakker directly holds 3,461,098 shares of GIFTIFY, INC. common stock. This total reflects the newly awarded 500,000 restricted shares, which will vest in equal monthly amounts over a 36-month period.

What are the vesting terms of the 500,000 restricted GIFT shares granted to the CEO?

The 500,000 restricted common shares granted to GIFT’s CEO vest in equal monthly installments over 36 months. This structure ties the compensation to ongoing service and performance over three years following the board’s February 2, 2026 grant decision.

Why did GIFTIFY, INC. grant 500,000 restricted shares to its CEO?

The board of GIFTIFY, INC. granted 500,000 restricted common shares to CEO Ketan Thakker in connection with its evaluation of the company’s 2025 performance. This suggests the award functions as performance-related compensation, vesting monthly over the next three years.