Brag House Holdings, Inc. Files 8-K with Director Changes and Compensation Updates

TL;DR

Brag House Holdings (BRAG) filed an 8-K: director out, director in, comp changes. Watch for governance shifts.

AI Summary

On August 19, 2025, Brag House Holdings, Inc. filed an 8-K report detailing several key events. The company announced the departure of a director, the election of a new director, and changes in officer compensation arrangements. Additionally, the filing includes a Regulation FD Disclosure and financial statements and exhibits.

Why It Matters

This filing indicates significant corporate governance changes and potential shifts in executive compensation, which could impact the company's strategic direction and investor relations.

Risk Assessment

Risk Level: medium — Changes in directorship and officer compensation can signal internal shifts or strategic realignments that may carry inherent risks.

Key Players & Entities

• Brag House Holdings, Inc. (company) — Registrant
• August 19, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-42525 (company_id) — Commission File Number
• 45 Park Street, Montclair, NJ 07042 (address) — Principal executive offices
• (413) 398-2845 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value TBH The Nasdaq Stock Mark

Filing Documents

• ea025398701-8k_brag.htm (8-K) — 26KB
• ea025398701ex99-1_brag.htm (EX-99.1) — 6KB
• image_001.jpg (GRAPHIC) — 31KB
• 0001213900-25-078742.txt ( ) — 240KB
• tbh-20250819.xsd (EX-101.SCH) — 3KB
• tbh-20250819_lab.xml (EX-101.LAB) — 33KB
• tbh-20250819_pre.xml (EX-101.PRE) — 22KB
• ea025398701-8k_brag_htm.xml (XML) — 4KB

02 Departure of Directors or Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 19, 2025, Daniel Fidrya resigned from his position as a member of the board of directors (the "Board") of Brag House Holdings, Inc. (the "Company"), effective immediately (the "Resignation"). Mr. Fidrya's resignation did not arise as a result of any disagreement with the Company regarding the Company's operations, policies or practices. On August 19, 2025, the Board of the Company approved the appointment of Scott D. Woller as an independent director of the Company (the "Appointment") effective as of August 19, 2025. Mr. Woller will serve as Chair of the audit committee and as a member of the nominations and corporate governance committee. The Board has determined that Mr. Woller qualifies as an independent director under Nasdaq Rule 5605(a)(2) and SEC Rule 10A-3 and as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K. Mr. Woller, age 47, is currently Senior Counsel at Wachtel Missry LLP, where he advises public and private companies on securities regulation, corporate governance, and corporate transactions. From 2018 to 2023, he served as Partner and Senior Counsel for Hiller, PC. Previously, he served as United States General Counsel of Airfasttickets, Inc., a travel technology company. He previously practiced at Weil, Gotshal & Manges LLP and Labaton Sucharow LLP. He has nearly 20 years of experience advising boards, management teams, and investors across multiple industries. Mr. Woller received a B.S. from the University of Maryland and a J.D., summa cum laude, from New York Law School. Family Relationships Mr. Woller does not have a family relationship with any of the current officers or directors of the Company. Related Party Transactions There are no related party transactions with regard to Mr. Woller reportable under Item 404(a) of Regulati

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 20, 2025, the Company issued a press release announcing the Appointment and Resignation. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference. The information set forth under this Item 7.01 is furnished pursuant to Item 7.01 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration document or other document filed by the Company.

01 Financial

Item 9.01 Financial (d) Exhibits Exhibit No. Description of Exhibit 99.1 Press Release dated August 20, 2025 104 Cover Page Interactive Data File (formatted as inline XBRL). 1

SIGNATURES

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: August 20, 2025 BRAG HOUSE HOLDINGS, INC. By: /s/ Lavell Juan Malloy, II Name: Lavell Juan Malloy, II Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR