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Daniel Freifeld details Marti Technologies (MRT) share and convertible note holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Marti Technologies, Inc. director Daniel Freifeld has filed an initial ownership report detailing his equity and note positions. He holds directly 941,920 Class A Ordinary Shares, including 74,580 shares underlying restricted stock units that vest at the earlier of the 2026 annual general meeting or December 24, 2026, subject to continued service.

Indirectly, entities he controls hold 7,467,715 Class A Ordinary Shares through Farragut Square Global Master Fund, LP and Callaway Capital Management, LLC, with Freifeld disclaiming beneficial ownership beyond his pecuniary interest. He also reports indirect holdings of Convertible Notes convertible into 13,506,436 Class A Ordinary Shares at an exercise price of $1.65 per share, with a stated maturity date of July 10, 2028.

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Insider Freifeld Daniel
Role Director
Type Security Shares Price Value
holding Convertible Notes -- -- --
holding Class A Ordinary Shares, par value $0.0001 per share -- -- --
holding Class A Ordinary Shares, par value $0.0001 per share -- -- --
Holdings After Transaction: Convertible Notes — 13,506,436 shares (Indirect, See Footnote); Class A Ordinary Shares, par value $0.0001 per share — 941,920 shares (Direct); Class A Ordinary Shares, par value $0.0001 per share — 7,467,715 shares (Indirect, See Footnote)
Footnotes (1)
  1. Includes (i) 867,340 Ordinary Shares and (ii) 74,580 Ordinary Shares underlying restricted stock units granted under the Company's 2023 Incentive Award Plan, which vest on the earlier of the Company's 2026 annual general meeting of shareholders or December 24, 2026, subject to continued service. Includes (i) 233,638 Ordinary Shares held directly by Farragut Square Global Master Fund, LP ("Farragut LP"), (ii) 7,234,077 Ordinary Shares held directly by Callaway Capital Management, LLC ("Callaway LLC" and, together with Farragut LP, collectively, the "Farragut Investor Entities"). Mr.Freifeld indirectly controls the Farragut Investor Entities and may be deemed to beneficially own the shares held by the Farragut Investor Entities. Mr. Freifeld disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. July 10, 2028 is the maturity date of the Convertible Notes. The Convertible Notes are convertible at any time from the reporting date until the maturity date (July 10, 2028). Includes (i) 12,374,321 Ordinary Shares upon the conversion of Convertible Notes by Farragut LP, and (ii) 1,132,115 Ordinary Shares upon the conversion of Convertible Notes by Callaway LLC. Mr.Freifeld indirectly controls the Farragut Investor Entities and may be deemed to beneficially own the shares held by the Farragut Investor Entities. Mr. Freifeld disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Freifeld Daniel
(Last)(First)(Middle)
818 18TH AVENUE SOUTH, SUITE 925
(Street)
NASHVILLE TENNESSEE 37203
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026		3. Issuer Name and Ticker or Trading Symbol
Marti Technologies, Inc. [ MRT ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares, par value $0.0001 per share941,920(1)D
Class A Ordinary Shares, par value $0.0001 per share7,467,715ISee Footnote(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Convertible Notes (3) (3)Class A Ordinary Shares13,506,436$1.65ISee Footnote(4)
Explanation of Responses:
1. Includes (i) 867,340 Ordinary Shares and (ii) 74,580 Ordinary Shares underlying restricted stock units granted under the Company's 2023 Incentive Award Plan, which vest on the earlier of the Company's 2026 annual general meeting of shareholders or December 24, 2026, subject to continued service.
2. Includes (i) 233,638 Ordinary Shares held directly by Farragut Square Global Master Fund, LP ("Farragut LP"), (ii) 7,234,077 Ordinary Shares held directly by Callaway Capital Management, LLC ("Callaway LLC" and, together with Farragut LP, collectively, the "Farragut Investor Entities"). Mr.Freifeld indirectly controls the Farragut Investor Entities and may be deemed to beneficially own the shares held by the Farragut Investor Entities. Mr. Freifeld disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
3. July 10, 2028 is the maturity date of the Convertible Notes. The Convertible Notes are convertible at any time from the reporting date until the maturity date (July 10, 2028).
4. Includes (i) 12,374,321 Ordinary Shares upon the conversion of Convertible Notes by Farragut LP, and (ii) 1,132,115 Ordinary Shares upon the conversion of Convertible Notes by Callaway LLC. Mr.Freifeld indirectly controls the Farragut Investor Entities and may be deemed to beneficially own the shares held by the Farragut Investor Entities. Mr. Freifeld disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Ilyas Gezer, Attorney-in-Fact for Daniel Freifeld03/18/2026
** Signature of Reporting PersonDate
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 5 (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 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What does Daniel Freifeld’s Form 3 filing show for Marti Technologies (MRT)?

The Form 3 shows Daniel Freifeld’s initial ownership in Marti Technologies, Inc., including direct and indirect equity and note positions. It details his Class A Ordinary Shares, restricted stock units, and Convertible Notes that can be converted into additional shares under specified terms and dates.

How many Marti Technologies (MRT) shares does Daniel Freifeld hold directly?

Daniel Freifeld holds directly 941,920 Class A Ordinary Shares in Marti Technologies, Inc. This includes 74,580 shares underlying restricted stock units that vest at the earlier of the company’s 2026 annual general meeting or December 24, 2026, assuming he continues to provide service.

What indirect Marti Technologies (MRT) holdings are reported through Farragut and Callaway entities?

Entities associated with Freifeld hold 7,467,715 Class A Ordinary Shares: 233,638 shares via Farragut Square Global Master Fund, LP and 7,234,077 shares via Callaway Capital Management, LLC. Freifeld may be deemed to beneficially own these but disclaims ownership beyond his pecuniary interest.

What are the key terms of Daniel Freifeld’s Marti Technologies (MRT) Convertible Notes?

The filing reports Convertible Notes indirectly held and convertible into 13,506,436 Class A Ordinary Shares at an exercise price of $1.65 per share. July 10, 2028 is the maturity date, and the notes are convertible at any time from the reporting date until that maturity date.

Do the Marti Technologies (MRT) restricted stock units in the filing have vesting conditions?

Yes. The filing states 74,580 Class A Ordinary Shares underlying restricted stock units granted under the 2023 Incentive Award Plan. These units vest on the earlier of the 2026 annual general meeting of shareholders or December 24, 2026, provided Freifeld’s service continues through that time.