Brera Holdings (BREA) names new CEO/CFO and reshapes board roles

Rhea-AI Filing Summary

Brera Holdings PLC reported significant leadership changes. On September 3, 2025, Pietro Bersani resigned as Chief Executive Officer and Chief Financial Officer, effective immediately, and the company stated his resignation was not due to any disagreement over operations, policies, or practices.

The board appointed Dr. Fabio Scacciavillani as both Chief Executive Officer and Chief Financial Officer, effective immediately, and he will remain a director but leave all board committees. Under a consulting agreement, he will receive a $400,000 annual salary, paid monthly, plus a restricted share award of 30,000 Class B Ordinary Shares vesting equally over three years, and will be eligible for a discretionary performance bonus.

The board also named Abhishek Mathews as an independent director and chair of the Audit Committee, while he joins the Audit, Compensation, and Nominating and Corporate Governance Committees. He will receive an annual fee of $56,000 and 5,000 Class B restricted shares, vesting over three years, and is covered by an indemnification agreement.

Insights

Corporate governance analyst

Brera combines CEO/CFO roles, refreshes board leadership, and formalizes pay and protections.

The company reports the immediate resignation of Pietro Bersani as both CEO and CFO, stating it did not arise from disagreements over operations, policies, or practices. The board fills both top executive roles with a single individual, Dr. Fabio Scacciavillani, which concentrates decision-making and financial oversight in one person. He steps off all board committees, which keeps those oversight bodies fully non-executive.

His compensation package includes a $400,000 annual salary and a restricted share award of 30,000 Class B Ordinary Shares vesting equally over three years, aligning part of his pay with long-term equity value. The discretionary performance bonus, set by the Compensation Committee, adds flexibility to adjust pay to outcomes.

The appointment of Abhishek Mathews as an independent director and Audit Committee chair, with 5,000 Class B restricted shares and a $56,000 annual fee, reinforces independent oversight on key committees. An indemnification agreement and potential directors’ and officers’ insurance provide legal and financial protection customary for board members, with advances of preapproved expenses within 10 business days after a proper request.

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 September, 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 ☐

On September 3, 2025, Pietro Bersani gave written notice to Brera Holdings PLC (the “Company”) of his resignation from his positions with the Company as Chief Executive Officer and Chief Financial Officer, effective immediately. Mr. Bersani’s resignation was not a result of any disagreement relating to the Company’s operations, policies or practices.

On September 3, 2025, the board of directors of the Company (the “Board”) appointed Dr. Fabio Scacciavillani as Chief Executive Officer and Chief Financial Officer, effective immediately. Dr. Scacciavillani will continue to serve as a director of the Company, but will no longer serve on the Audit Committee, the Compensation Committee, and Nominating and Corporate Governance Committee or as chair of the Audit Committee. Pursuant to a consulting agreement between the Company and Dr. Scacciavillani (the “Scacciavillani Consulting Agreement”), Dr. Scacciavillani will be paid an annual salary of $400,000 per year, payable on the first of each month, and will be granted a restricted share award under the Brera Holdings PLC 2022 Equity Incentive Plan (the “Plan”) of 30,000 Class B Ordinary Shares, $0.05 nominal value per share, of the Company (the “Class B Ordinary Shares”), vesting equally over three years. Dr. Scacciavillani will also be eligible to receive a performance bonus at the discretion of the Compensation Committee.

On September 3, 2025, the Board appointed Abhishek Mathews, a current executive director of the Company, to serve as an independent director of the Company, and on the Audit Committee, the Compensation Committee, and Nominating and Corporate Governance Committee and as chair of the Audit Committee. Pursuant to an independent director agreement between the Company and Mr. Mathews (the “Independent Director Agreement”), Mr. Mathews will be entitled to an annual fee of $56,000, paid in four equal installments, and will be granted a restricted share award under the Plan of 5,000 Class B Ordinary Shares, vesting equally over three years. Mr. Mathews will serve as a director until his successor has been duly elected and qualified or his earlier death, resignation, disqualification, or removal.

There is no arrangement or understanding with any person pursuant to which Mr. Mathews was appointed as an independent director. There are no family relationships between Mr. Mathews and any director or executive officer of the Company. Mr. Mathews has not been involved in any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.

Under an indemnification agreement between the Company and Mr. Mathews in the Company’s standard form for officers or directors of the Company (the “Indemnification Agreement”), the Company will indemnify Mr. Mathews to the fullest extent permitted by law. The Company will advance all expenses preapproved in writing relating to any proceeding within 10 business days after the receipt by the Company of a statement requesting such advance and any excess advanced expenses will be repaid to the Company. The Indemnification Agreement also provides that if the Company maintains a directors’ and officers’ liability insurance policy, that the indemnitee will be covered by the policy to the maximum extent of the coverage available for any of the Company’s directors or executive officers.

The Scacciavillani Consulting Agreement and, the Independent Director Agreement, are filed as Exhibit 1.1, and Exhibit 1.2, to this report on Form 6-K, respectively, and this description of the Consulting Agreement and the Independent Director Agreement are qualified in their entirety by reference to such exhibits.

This report on Form 6-K is incorporated by reference into the prospectus contained in the Company’s registration statement on Form F-3 (File No. 333-276870) initially filed with the SEC on February 5, 2024, and declared effective by the SEC on February 13, 2024.

Exhibit No.		Description
1.1		Consulting Agreement between Brera Holdings PLC and Dr. Fabio Scacciavillani, dated as of September 3, 2025
1.2		Independent Director Agreement between Brera Holdings PLC and Abhishek Mathews, dated as of September 4, 2025

1

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: September 5, 2025	BRERA HOLDINGS PLC
	By:	/s/ Dr. Fabio Scacciavillani
		Dr. Fabio Scacciavillani
		Chief Executive Officer and Chief Financial Officer

2

FAQ

What leadership changes did Brera Holdings (BREA) report in this Form 6-K?

Brera Holdings PLC reported that Pietro Bersani resigned as Chief Executive Officer and Chief Financial Officer, effective immediately. The board simultaneously appointed Dr. Fabio Scacciavillani as both Chief Executive Officer and Chief Financial Officer, also effective immediately, and confirmed that Mr. Bersani’s resignation was not due to any disagreement over the company’s operations, policies, or practices.

What is the compensation package for Brera Holdings’ new CEO and CFO, Dr. Fabio Scacciavillani?

Under a consulting agreement, Dr. Fabio Scacciavillani will receive an annual salary of $400,000, payable on the first of each month. He will also be granted a restricted share award of 30,000 Class B Ordinary Shares vesting equally over three years under the 2022 Equity Incentive Plan, and he is eligible for a performance bonus at the discretion of the Compensation Committee.

What role will Abhishek Mathews play at Brera Holdings (BREA) after this filing?

Abhishek Mathews, previously an executive director, has been appointed as an independent director. He will serve on the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, and will act as chair of the Audit Committee. He will continue as a director until a successor is duly elected and qualified or until his earlier death, resignation, disqualification, or removal.

How is independent director Abhishek Mathews compensated at Brera Holdings?

Pursuant to an independent director agreement, Abhishek Mathews is entitled to an annual fee of $56,000, paid in four equal installments. He will also receive a restricted share award of 5,000 Class B Ordinary Shares under the 2022 Equity Incentive Plan, vesting equally over three years.

Does Brera Holdings disclose any relationships or arrangements related to Abhishek Mathews’ appointment?

The company states there is no arrangement or understanding with any person under which Mr. Mathews was appointed as an independent director. It also notes that there are no family relationships between Mr. Mathews and any director or executive officer, and that he has not been involved in any transaction requiring disclosure under Item 404(a) of Regulation S-K.

What indemnification protections does Brera Holdings provide to independent director Abhishek Mathews?

Under an indemnification agreement in the company’s standard form for officers and directors, Brera Holdings will indemnify Abhishek Mathews to the fullest extent permitted by law. The company will advance preapproved expenses relating to any proceeding within 10 business days after receiving a statement requesting the advance, with any excess to be repaid. If the company maintains directors’ and officers’ liability insurance, Mr. Mathews will be covered to the maximum extent available for any of its directors or executive officers.