8-K - Brag House Holdings, Inc. | StockGist

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Brag House Holdings entered into Amendment No. 3 to its Merger Agreement with House of Doge, modifying transfer restrictions on merger consideration shares and extending the termination date to May 29, 2026.

Key Takeaways

1Amendment No. 3 modifies lock-up provisions for Company Group A and B Stockholders, imposing tiered transfer restrictions over 90, 180, and 270 days post-Effective Time.

2Holders of vested House of Doge RSUs face a 90-day lock-up, followed by a trading volume-based selling limit of 5% of daily volume.

3The outside date for terminating the Merger Agreement if the transaction is not consummated was extended from April 30, 2026 to May 29, 2026.

4The Company will instruct the exchange agent to place stop transfer orders and restrictive legends to enforce the modified transfer restrictions.

5The Merger involves Brag House Merger Sub merging into House of Doge, with House of Doge surviving as a wholly owned subsidiary.

Current Report Details

Event Type

Material Agreement

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement.** ** ** As previously disclosed, Brag House Holdings, Inc. (the “ Company ”) has entered into a Merger Agreement, da

Material Agreement

9.01

Financial Statements and Exhibits.** (d) Exhibits | Exhibit No. | | Description | |---|---|---| | 2.1 | | Amendment No. 3 to Merger Agreement by and among Brag

Exhibits Only

Transaction Details

Material Agreement

Agreement: Amendment No. 3 to Merger Agreement
Parties: Brag House Holdings, Inc., Brag House Merger Sub, Inc., House of Doge Inc.

•Amendment dated March 26, 2026.
•Modifies the Merger Agreement dated October 12, 2025, as amended by Amendment No. 1 (November 26, 2025) and Amendment No. 2 (February 2, 2026).
•Company Group A Stockholders subject to transfer restrictions: 80% at Effective Time, 47% after 90 days, 14% after 180 days, 0% after 270 days.
•Company Group B Stockholders subject to transfer restrictions: 80% at Effective Time, 50% after 90 days, 10% after 180 days, 0% after 270 days.
•Holders of vested Company RSUs restricted from transferring shares for 90 days following the Effective Time.
•After 90 days, RSU holders limited to selling shares not exceeding 5% of total trading volume of Purchaser Common Stock on the prior day.
•Termination date of Merger Agreement extended from April 30, 2026 to May 29, 2026.
•Purchaser agrees to instruct Exchange Agent to place stop transfer orders and restrictive legends on shares subject to restrictions.

Exhibits (2)

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

8-K

CURRENT REPORT