Brera 6-K: Libanori named Head of Operations; warrant terms fixed

Rhea-AI Filing Summary

Brera Holdings PLC appointed Board Director Dr. Alberto Libanori as Head of Operations, effective November 4, 2025. His compensation includes a $400,000 annual base salary and a performance-based annual bonus targeted at 100% of salary. Bonus outcomes are tied to the Company’s Solana per share (SPS) performance versus a peer cohort and the achievement of specified equity fundraising milestones.

Subject to board approval, he is eligible for $2.0 million in restricted stock units vesting over four years, contingent on continued service. Separately, on October 31, 2025, the Company amended its Strategic Advisor Agreement to correct the exercise price for Strategic Advisor Common Warrants 2, setting it equal to the applicable Performance Metric rather than the closing market price on the day that metric is achieved.

Insights

Corporate governance analyst

Administrative update: leadership role change and comp terms disclosed.

Brera Holdings elevated Dr. Alberto Libanori to Head of Operations with a base pay of $400,000 and a bonus target at 100% of salary. Incentives reference SPS performance versus peers and specific equity fundraising milestones, aligning pay with market and financing outcomes.

Equity compensation includes a board-approved grant opportunity of $2.0 million in RSUs vesting over four years, contingent on continued service. The long vesting horizon encourages retention and links value to long-term results.

An amendment dated October 31, 2025 corrects the exercise pricing for Strategic Advisor Common Warrants 2 to equal the applicable Performance Metric. This clarifies terms and reduces ambiguity around warrant economics.

FAQ

What leadership change did Brera Holdings (BREA) announce?

Brera appointed Dr. Alberto Libanori as Head of Operations, effective November 4, 2025.

What are the key compensation terms for Brera’s new Head of Operations?

Annual base salary of $400,000 and a performance-based annual bonus targeted at 100% of salary.

How is the bonus for BREA’s Head of Operations determined?

It is tied to the Company’s Solana per share (SPS) performance versus peers and to achieving specified equity fundraising milestones.

What equity award is contemplated for Dr. Libanori?

Subject to board approval, $2.0 million in RSUs vesting over four years, conditioned on continued service.

What change was made to the Strategic Advisor Common Warrants 2?

The exercise price was corrected to equal the applicable Performance Metric, not the closing market price on the metric achievement day.

When were these actions taken by Brera Holdings?

The appointment was effective November 4, 2025; the warrant amendment was executed on October 31, 2025.

Which exhibits contain the detailed agreements?

Exhibit 10.1 covers the Employment Agreement; Exhibit 10.2 covers the Amendment to the Strategic Advisor Agreement.

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Form 6-K: How Foreign Companies Report to the SEC →

Accepted by SEC EDGAR 11/13/2025 - 04:38 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2025.

Commission File Number 001-41606

BRERA HOLDINGS PLC

(Translation of registrant’s name into English)

Connaught House, 5th Floor

One Burlington Road

Dublin 4

D04 C5Y6

Ireland

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Appointment of Head of Operations

On November 4, 2025, Brera Holdings PLC (the “Company”) appointed Board Director Dr. Alberto Libanori to an Executive function as the Company’s new Head of Operations, effective immediately.

Beyond his existing compensation as Board Director, under the terms of his employment agreement (the “Libanori Employment Agreement”), Dr. Libanori will receive an annual base salary of $400,000 with eligibility for a performance- based annual bonus in a target amount equal to 100% of his annual base salary. Bonus attainment is expected to be based upon (i) the Company’s Solana per share (“SPS”) performance measured against the SPS performance of a cohort of peers and (ii) the Company’s achievement of certain equity fundraising milestones. Subject to approval by the Company’s board of directors, he will also be entitled to a grant of restricted stock units valued at $2.0 million, to vest over a period of four years, conditioned on his continued service to the Company over that period. The Libanori Employment Agreement is attached hereto as Exhibit 10.1 and incorporated by reference.

Amendment to the Strategic Advisor Agreement

On October 31, 2025, the Company entered into an amendment (the “Amendment”) to the Strategic Advisor Agreement (the “Original Agreement”) dated September 23, 2025, among the Company and the Strategic Advisors (as defined in the Agreement).

The Amendment amended the Original Agreement to correct the exercise price of each Strategic Advisor Common Warrants 2 (as defined in the Original Agreement) to be equal to the Performance Metric (as defined in the Original Agreement) applicable to such Strategic Advisor Common Warrants 2 and not from “the closing market price of the Class B Ordinary Shares on the trading day on which the applicable Performance Metric is achieved.”

The Libanori Employment Agreement and, the Amendment, are filed as Exhibit 10.1, and Exhibit 10.2, to this report on Form 6-K, respectively, and this description of the Mukhamejarova Employment Agreement and the Amendment are qualified in their entirety by reference to such exhibits.

Exhibit No.		Description
10.1		Employment Agreement between Brera Holdings PLC and Alberto Libanori.
10.2		Amendment to Strategic Advisor Agreement among Brera Holdings PLC and the Strategic Advisors.

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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, thereunto duly authorized.

Date: November 13, 2025	BRERA HOLDINGS PLC
	By:	/s/ Marco Santori
		Marco Santori
		Chief Executive Officer

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