Ried Floco - Apr 29, 2025 Form 3 Insider Report for NightFood Holdings, Inc. (NGTF)

Role: President, Director
Signature: /s/ Ried Floco
Stock symbol: NGTF
Transactions as of: Apr 29, 2025
Transactions value $: $0
Form type: 3
Date filed: 11/18/2025, 06:39 PM
Next filing: Nov 18, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Floco Ried Jordan	President, Director	C/O NIGHTFOOD HOLDINGS, INC., 520 WHITE PLAINS ROAD, SUITE 500, TARRYTOWN	/s/ Ried Floco	2025-11-18	0002080208

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NGTF	Common Stock						485K	Apr 29, 2025	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	NGTF	Series C Preferred Stock							Apr 29, 2025	Common Stock	120M		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reporting person received 20,000 shares of the Issuer's Series C Convertible Preferred Stock on March 25, 2025, as compensation for services provided as an independent contractor prior to becoming an officer and director of the Issuer. The shares vest upon the achievement of specified Company milestones. Each share of Series C Convertible Preferred Stock is convertible into 6,000 shares of the Issuer's Common Stock, subject to the terms of the Series C Convertible Preferred Stock Certificate of Designation. The shares are subject to a lock-up provision through March 25, 2026. Beginning April 1, 2026, up to 5,000 shares of Series C Convertible Preferred Stock may be transferred or sold, and thereafter, an additional 500 shares per month may be released from lock-up from April 1, 2026 through November 1, 2027, in accordance with the applicable lock-up agreement.

Content

The reporting person received 20,000 shares of the Issuer's Series C Convertible Preferred Stock on March 25, 2025, as compensation for services provided as an independent contractor prior to becoming an officer and director of the Issuer. The shares vest upon the achievement of specified Company milestones. Each share of Series C Convertible Preferred Stock is convertible into 6,000 shares of the Issuer's Common Stock, subject to the terms of the Series C Convertible Preferred Stock Certificate of Designation. The shares are subject to a lock-up provision through March 25, 2026. Beginning April 1, 2026, up to 5,000 shares of Series C Convertible Preferred Stock may be transferred or sold, and thereafter, an additional 500 shares per month may be released from lock-up from April 1, 2026 through November 1, 2027, in accordance with the applicable lock-up agreement.

Remarks:

This filing is late due to an inadvertent administrative error and reflects the beneficial ownership of the reporting person as of April 29, 2025, the date that the reporting person became subject to Section 16 of the Securities Exchange Act of 1934, as amended.