How does Amendment No. 3 affect TBH share sales by House of Doge holders?

The amendment permits House of Doge to extend existing limits on selling Brag House common stock received in the merger and to impose volume-based caps on how many shares former restricted stock unit holders can transfer, tied to prior-day trading volume on Nasdaq or another listing exchange.

Brag House (NASDAQ: TBH) tightens House of Doge merger share limits

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Brag House Holdings, Inc. entered into Amendment No. 3 to its Merger Agreement with House of Doge Inc. and Brag House Merger Sub, Inc. The amendment allows House of Doge to extend and expand transfer restrictions on Brag House common stock issued to its stockholders and to holders of vested House of Doge restricted stock units after the merger.

The restrictions can limit how many shares each former House of Doge securityholder may sell based on trading volume of Brag House common stock on the Nasdaq Stock Market LLC or other applicable exchange. Brag House will instruct the exchange agent to place stop transfer orders or restrictive legends on these shares. The amendment also extends the date after which either party may terminate the Merger Agreement if the transaction has not closed to May 29, 2026.

Insights

Amendment tightens post-merger share liquidity and extends deal deadline.

The amendment to the merger between Brag House Holdings and House of Doge chiefly affects how and when newly issued Brag House shares can be sold by House of Doge holders. It permits extended lockup-style transfer restrictions and volume-based sale limits.

These measures, combined with stop transfer orders and restrictive legends, are designed to control secondary-market supply from new holders after closing. The outside date for either party to terminate the merger moves to May 29, 2026, giving more time to complete closing steps while keeping a defined endpoint.

Overall, the filing formalizes mechanics around post-closing share flows and deal timing but does not change the basic merger structure or economics described in the underlying Merger Agreement.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Outside termination date: May 29, 2026

1 metrics

Outside termination date May 29, 2026 Date after which either party may terminate the Merger Agreement if not consummated

Key Terms

Material Definitive Agreement, Merger Agreement, restricted stock units, stop transfer orders, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Merger Agreement financial

"has entered into a Merger Agreement, dated as of October 12, 2025"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

restricted stock units financial

"holders of vested House of Doge restricted stock units that receive shares"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

stop transfer orders regulatory

"the Company will instruct the exchange agent to place appropriate stop transfer orders"

restrictive legends regulatory

"place appropriate stop transfer orders against or restrictive legends on the shares"

Understanding 8-K Material Events →

03/31/2026 - 09:09 PM

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 26, 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

(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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, Brag House Holdings, Inc. (the “Company”) has entered into a Merger Agreement, dated as of October 12, 2025, by and among the Company, Brag House Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and House of Doge Inc., a Texas corporation (“House of Doge”), as amended pursuant to Amendment No. 1 thereto dated as of November 26, 2025 and Amendment No 2. thereto dated as of February 2, 2026 (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into House of Doge (the “Merger”), with House of Doge surviving the Merger as a wholly owned subsidiary of the Company.

On March 26, 2026, the parties entered into an Amendment No. 3 to the Merger Agreement (the “Amendment”). The Amendment permits House of Doge to: (i) extend restrictions, which would otherwise be applicable pursuant to existing agreements between House of Doge and its stockholders, on the holders’ ability to transfer the shares of the Company’s common stock that are issued to HOD stockholders in the Merger; and (ii) impose similar transfer restrictions on holders of vested House of Doge restricted stock units that receive shares of the Company’s common stock in the Merger and limit the amount of shares that any such former holder of restricted stock units can transfer or otherwise dispose of based on the trading volume of the Company’s common stock on the Nasdaq Stock Market LLC or other applicable exchange on which shares of the Company’s common stock is then trading on the day prior to such transfer. The Amendment also provides that the Company will instruct the exchange agent to place appropriate stop transfer orders against or restrictive legends on the shares of the Company’s common stock issued to the former House of Doge stockholders or holders of restricted stock units in the Merger.

The amendment also extends the date after which either the Company or House of Doge can terminate the Merger Agreement if the transactions contemplated thereby have not been consummated to May 29, 2026.

The foregoing summary of the terms of the Amendment is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Amendment No. 3 to Merger Agreement by and among Brag House Holdings, Inc., Brag House Merger Sub, Inc. and House of Doge Inc., dated as of March 26, 2026.
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 31, 2026	BRAG HOUSE HOLDINGS, INC.

	By:	/s/ Lavell Juan Malloy, II
	Name:	Lavell Juan Malloy, II
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Brag House Holdings (TBH) change in its merger with House of Doge?

Brag House Holdings amended its Merger Agreement with House of Doge to allow extended and expanded transfer restrictions on Brag House common stock issued in the merger and to push the date when either party can terminate the agreement out to May 29, 2026.

What is the new outside termination date for the Brag House–House of Doge merger?

The amendment extends the date after which either Brag House or House of Doge may terminate the Merger Agreement if the transaction has not closed to May 29, 2026, giving both parties additional time to complete all required closing steps and conditions.

What are stop transfer orders mentioned in the Brag House (TBH) 8-K?

Brag House will instruct the exchange agent to place stop transfer orders or restrictive legends on shares of its common stock issued to former House of Doge stockholders and restricted stock unit holders, helping enforce the agreed transfer restrictions and volume-based sale limits after the merger closes.

Does Amendment No. 3 change the structure of the Brag House–House of Doge merger?

The amendment does not alter the core structure where Brag House Merger Sub merges into House of Doge, which survives as a wholly owned subsidiary. It mainly addresses post-closing share transfer restrictions and extends the merger’s outside termination date to May 29, 2026.

Filing Exhibits & Attachments

4 documents

Brag House (NASDAQ: TBH) tightens House of Doge merger share limits

Rhea-AI Filing Summary

Positive

Negative