MIXED MARTIAL ARTS (MMA) CEO awarded 1M performance rights tied to revenue

Rhea-AI Filing Summary

Mixed Martial Arts Group Ltd reported that Chief Executive Officer Nicholas John Langton, through Snowflower Holdings Pty Ltd, received an indirect grant of 1,000,000 Performance Rights on 8 May 2026 under the Company’s Employee Incentive Plan.

Each Performance Right converts into one fully paid ordinary share upon vesting. Vesting occurs only if MMA group revenue exceeds US$10,000,000 in any financial year ending on or before 30 June 2029. There is no tenure or service requirement. The rights vest immediately once the revenue condition is met and lapse entirely if it is not met by that date.

Insights

Equity compensation analyst

CEO awarded 1M performance rights tied solely to a revenue hurdle.

The CEO of Mixed Martial Arts Group Ltd was granted 1,000,000 Performance Rights at a price of $0.00 per right, indirectly held via Snowflower Holdings Pty Ltd. Each right converts into one ordinary share if a specific performance target is achieved.

The sole condition is that MMA group revenue must exceed US$10,000,000 in any financial year ending on or before 30 June 2029. There is no service or tenure requirement, so vesting depends entirely on hitting this revenue threshold, after which rights vest immediately.

If the revenue condition is not achieved by 30 June 2029, all 1,000,000 rights lapse. This structure aligns the CEO’s potential equity gain with a clearly defined revenue milestone, but the filing does not provide context on current revenue levels or probability of achievement.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Langton Nicholas John

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Right	1,000,000	$0.00	--

Holdings After Transaction: Performance Right — 1,000,000 shares (Indirect, See Footnote)

Footnotes (1)

1. On 8 May 2026, the reporting person was awarded 1,000,000 Performance Rights under the Company's Employee Incentive Plan. Each Performance Right converts into one fully paid ordinary share of Mixed Martial Arts Group Limited upon vesting. The sole vesting condition is a revenue condition: MMA group revenue must exceed US$10,000,000 in any financial year ending on or before 30 June 2029. There is no tenure or service requirement. Rights vest immediately upon satisfaction of the revenue condition and lapse in full if the condition is not met by 30 June 2029. Held indirectly and solely via Snowflower Holdings Pty Ltd.

Key Figures

Performance Rights granted: 1,000,000 rights Underlying ordinary shares: 1,000,000 shares Grant price per right: $0.00 per right +2 more

5 metrics

Performance Rights granted 1,000,000 rights Grant on 8 May 2026 under Employee Incentive Plan

Underlying ordinary shares 1,000,000 shares Each Performance Right converts into one ordinary share upon vesting

Grant price per right $0.00 per right Compensation grant, not a market purchase

Revenue vesting threshold US$10,000,000 revenue Any financial year ending on or before 30 June 2029

Lapse date for condition 30 June 2029 Rights lapse if revenue condition not met by this date

Key Terms

Performance Rights, Employee Incentive Plan, vesting condition, revenue condition, +1 more

5 terms

Performance Rights financial

"the reporting person was awarded 1,000,000 Performance Rights under the Company's Employee Incentive Plan"

Performance rights are conditional awards that give employees or executives the promise of receiving company shares or cash only if the business meets specific targets or survives for a set period. They work like a bonus you only get when certain goals are hit, so they matter to investors because they can increase the number of shares outstanding (dilution), signal management’s incentives and confidence in future results, and affect per-share earnings and valuation.

Employee Incentive Plan financial

"awarded 1,000,000 Performance Rights under the Company's Employee Incentive Plan"

vesting condition financial

"The sole vesting condition is a revenue condition: MMA group revenue must exceed US$10,000,000"

revenue condition financial

"The sole vesting condition is a revenue condition: MMA group revenue must exceed US$10,000,000"

lapse in full financial

"Rights vest immediately upon satisfaction of the revenue condition and lapse in full if the condition is not met by 30 June 2029"

Form 4 Insider Transactions: What Each Field Means →

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Langton Nicholas John

(Last) (First) (Middle)

C/O MIXED MARTIAL ARTS GROUP LIMITED

LEVEL 1, SUITE 1, 29-33 THE CORSO

(Street)

MANLY NSW 2095

(City) (State) (Zip)

AUSTRALIA

(Country)

2. Issuer Name and Ticker or Trading Symbol
MIXED MARTIAL ARTS GROUP LTD [ MMA ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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

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

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

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

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
Performance Right	$0.00	05/08/2026		A		1,000,000		(1)	(1)	Ordinary Shares	1,000,000	$0.00	1,000,000	I	See Footnote(2)

Explanation of Responses:

1. On 8 May 2026, the reporting person was awarded 1,000,000 Performance Rights under the Company's Employee Incentive Plan. Each Performance Right converts into one fully paid ordinary share of Mixed Martial Arts Group Limited upon vesting. The sole vesting condition is a revenue condition: MMA group revenue must exceed US$10,000,000 in any financial year ending on or before 30 June 2029. There is no tenure or service requirement. Rights vest immediately upon satisfaction of the revenue condition and lapse in full if the condition is not met by 30 June 2029.

2. Held indirectly and solely via Snowflower Holdings Pty Ltd.

	/s/ Jonathan Hart, by Power of Attorney	05/11/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did MMA (MIXED MARTIAL ARTS GROUP LTD) disclose in this Form 4?

The Form 4 shows CEO Nicholas John Langton received 1,000,000 Performance Rights, held indirectly through Snowflower Holdings Pty Ltd. These rights were granted under the Company’s Employee Incentive Plan and convert into ordinary shares only if a specific revenue condition is met.

How many performance rights were granted to MMA’s CEO and on what terms?

The CEO was granted 1,000,000 Performance Rights at a price of zero. Each right converts into one fully paid ordinary share upon vesting. Vesting depends entirely on achieving a defined revenue target by 30 June 2029, with no tenure or service requirement attached.

What is the vesting condition for the 1,000,000 MMA performance rights?

The sole vesting condition is a revenue hurdle: MMA group revenue must exceed US$10,000,000 in any financial year ending on or before 30 June 2029. If this condition is met once, all rights vest; if not, they lapse entirely at that date.

When do the MMA CEO’s performance rights expire if the target is not achieved?

The 1,000,000 Performance Rights lapse in full if the revenue condition is not satisfied by 30 June 2029. They do not vest gradually or based on service; failure to exceed US$10,000,000 of group revenue in a qualifying year means all rights are forfeited.

How are the MMA performance rights held by the CEO structured legally?

The Performance Rights are held indirectly and solely via Snowflower Holdings Pty Ltd. Each Performance Right represents the potential to receive one fully paid ordinary share of Mixed Martial Arts Group Limited if the stipulated revenue condition is met before the 30 June 2029 deadline.

Does the MMA CEO need to remain employed for the performance rights to vest?

The filing states there is no tenure or service requirement for vesting. The only condition is achieving group revenue exceeding US$10,000,000 in any financial year ending on or before 30 June 2029, after which all rights vest immediately regardless of service length.