[Form 4] Dominari Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

Dominari Holdings director Ronald Craig Lieberman received 150,000 restricted shares on February 18, 2025 under an Advisory Board Agreement, bringing his reported direct common stock holdings to 181,613 shares. He also holds outstanding Series A warrants exercisable at $3.72 and Series B warrants exercisable at $4.22, each expiring February 14, 2030, representing 21,613 underlying shares per series (43,226 total).

The restricted shares were issued as compensation and the warrants were purchased in a private placement that closed February 12, 2025 at a combined offering price of $3.47 per warrant package.

Positive

• Insider alignment: Director received 150,000 restricted shares, signaling compensation tied to company performance and retention.
• Insider ownership increased: Reported direct holdings rose to 181,613 shares, strengthening alignment with shareholders.

Negative

• Potential dilution: Outstanding Series A and Series B warrants represent 43,226 underlying shares exercisable through February 14, 2030 at $3.72 and $4.22, creating future dilution if exercised.

Insights

Financial Analyst

TL;DR: Director received equity compensation (150,000 restricted shares) and holds 43,226 warrants, increasing insider stake to 181,613 shares.

The issuance of 150,000 restricted shares to a director is a compensation event aligning management and board interests with shareholders, and it increases the director's direct ownership to 181,613 shares. The warrants (Series A and B) add potential future dilution of 43,226 shares if exercised before February 14, 2030 at exercise prices of $3.72 and $4.22. The private placement price of $3.47 provides context for current strike-to-price relationships. For investors, the transaction is routine insider compensation rather than a sale or transfer of shares; its primary implication is alignment rather than immediate liquidity impact.

Corporate Governance Expert

TL;DR: Equity grant to an advisory director suggests retention and alignment; warrants from a recent private placement introduce future dilution risk.

Issuing restricted stock under an Advisory Board Agreement is a common governance tool to retain and incentivize outside directors or advisors. The restricted nature implies vesting or transfer limitations (not specified in the form), which supports long-term alignment. The disclosure also confirms the director participated indirectly in the February 12, 2025 private placement via warrant purchases, creating potential for conversion-related dilution. The filing is a standard Section 16 disclosure with no indication of sale or change in control.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lieberman Ronald Craig

(Last) (First) (Middle)

725 5TH AVENUE

22ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dominari Holdings Inc. [ DOMH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2025		A		150,000(1)	A	(1)	181,613	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Warrants (right to buy)	(2)							(2)	(2)	Common Stock	21,613		21,613	D
Series B Warrants (right to buy)	(2)							(2)	(2)	Common Stock	21,613		21,613	D

Explanation of Responses:

1. On February 18, 2025, the Reporting Person was issued an aggregate of 150,000 shares of restricted stock pursuant to the Advisory Board Agreement, by and between the Reporting Person and the Issuer.

2. The Reporting Person holds Series A Warrants, which have an exercise price of $3.72 per share and expire February 14, 2030, and Series B Warrants, which have an exercise price of $4.22 and expire February 14, 2030, of the Issuer which were purchased in the Issuer's private placement offering which closed on February 12, 2025, at a combined offering price of $3.47.

	/s/ Ronald Craig Lieberman	09/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did DOMH director Ronald Craig Lieberman receive on February 18, 2025?

He was issued 150,000 restricted shares pursuant to an Advisory Board Agreement, increasing his direct holdings to 181,613 shares.

How many warrants does the reporting person hold and what are the terms?

He holds Series A warrants exercisable at $3.72 and Series B warrants exercisable at $4.22, each expiring February 14, 2030, representing 21,613 shares per series (43,226 total).

Were the warrants part of a recent financing for DOMH?

Yes. The warrants were purchased in the issuer's private placement that closed on February 12, 2025 at a combined offering price of $3.47.

Does the Form 4 report any sales by the insider?

No. The Form 4 discloses an acquisition of restricted stock and existing warrants; it does not report any dispositions or sales.

Does this Form 4 indicate any change in control or immediate liquidity for the insider?

No. The filing shows compensation and warrant holdings; it does not disclose any change in control or immediate sale of shares.