Marti Technologies: Callaway sells 350K shares

The award was issued in lieu of the director’s third-quarter 2026 cash retainer, alongside disclosed holdings through two entities.

Rhea-AI Filing Summary

Marti Technologies, Inc. director Daniel Freifeld reported sales of Class A Ordinary Shares made by Callaway Capital Management, LLC in privately negotiated transactions: 500,000 shares at $2.04 on May 18, 2026; 500,000 shares at $1.70 on June 15, 2026; and 350,000 shares at $2.02 on September 9, 2026. No Rule 10b5-1 plan is reported for the sales.

Freifeld also received 20,261 fully vested shares under the company’s 2023 Incentive Award Plan in lieu of his cash retainer for third-quarter 2026 board service. His reported direct position following the award was 1,002,703 shares, including 74,580 shares underlying restricted stock units. Following the final sale, the disclosed indirect holdings were 233,638 shares held by Farragut Square Global Master Fund, LP and 5,884,077 shares held by Callaway LLC. Freifeld indirectly controls both entities, may be deemed to beneficially own their shares, and disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Net Seller: 1,350,000 shares

Net Sell 4 txns

Insider Freifeld Daniel

Role Director

Sold 1,350,000 shs ($2.58M)

Type	Security	Shares	Price	Value
Grant/Award	Class A Ordinary Shares, par value $0.0001 per share F3, F4	20,261	$0.00	$0.00
Sale	Class A Ordinary Shares, par value $0.0001 per share F1, F2	350,000	$2.02	$707K
Sale	Class A Ordinary Shares, par value $0.0001 per share F1, F2	500,000	$1.70	$850K
Sale	Class A Ordinary Shares, par value $0.0001 per share F1, F2	500,000	$2.04	$1.02M

Holdings After Transaction: Class A Ordinary Shares, par value $0.0001 per share — 6,117,715 shares (Indirect, See Footnote); Class A Ordinary Shares, par value $0.0001 per share — 1,002,703 shares (Direct)

Footnotes (4)

1. F1. The reported dispositions were made by Callaway Capital Management, LLC ("Callaway LLC") in a privately negotiated transaction.
2. F2. Following the final reported transaction, indirect holdings consist of (i) 233,638 Class A Ordinary Shares held directly by Farragut Square Global Master Fund, LP ("Farragut LP") and (ii) 5,884,077 Class A Ordinary Shares held directly by Callaway LLC. Mr. Freifeld indirectly controls Farragut LP and Callaway LLC and may be deemed to beneficially own the shares held by such entities. Mr. Freifeld disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
3. F3. Represents fully-vested Class A Ordinary Shares issued under the Issuer's 2023 Incentive Award Plan in lieu of the reporting person's cash retainer for third quarter of 2026 board service.
4. F4. Includes 74,580 Class A Ordinary Shares underlying restricted stock units granted under the Issuer'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.

Key Figures

Shares sold: 500,000 shares Sale price: $2.04 per share Shares sold: 500,000 shares +5 more

8 metrics

Shares sold 500,000 shares Privately negotiated sale on May 18, 2026

Sale price $2.04 per share Privately negotiated sale on May 18, 2026

Shares sold 500,000 shares Privately negotiated sale on June 15, 2026

Sale price $1.70 per share Privately negotiated sale on June 15, 2026

Shares sold 350,000 shares Privately negotiated sale on September 9, 2026

Sale price $2.02 per share Privately negotiated sale on September 9, 2026

Shares awarded 20,261 shares Fully vested Class A Ordinary Shares issued in lieu of the third-quarter 2026 board-service cash retainer

Direct position following award 1,002,703 shares Reported following the September 30, 2026 award

Key Terms

privately negotiated transaction, 2023 Incentive Award Plan, restricted stock units, pecuniary interest

4 terms

privately negotiated transaction financial

"in a privately negotiated transaction"

A privately negotiated transaction is a deal whose terms are worked out directly between a buyer and a seller rather than through a public market or open auction. Think of it like selling a car to a neighbor instead of putting it on eBay: the price, timing and conditions are agreed one-on-one, so investors may see less public information, different pricing compared with market trades, and potential impacts on liquidity and valuation.

2023 Incentive Award Plan financial

"issued under the Issuer's 2023 Incentive Award Plan"

restricted stock units financial

"shares underlying restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many MRT shares did Callaway Capital Management sell, and at what prices?

Callaway Capital Management, LLC reported privately negotiated sales of 500,000 shares at $2.04 on May 18, 2026, 500,000 shares at $1.70 on June 15, 2026, and 350,000 shares at $2.02 on September 9, 2026. No Rule 10b5-1 plan is reported for the sales.

What are the vesting terms for Daniel Freifeld’s MRT restricted stock units?

The 74,580 Class A Ordinary Shares underlying restricted stock units vest on the earlier of the company’s 2026 annual general meeting of shareholders or December 24, 2026, subject to continued service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/02/2026 - 04:32 PM Accepted by SEC EDGAR 10/02/2026 - 04:32 PM Learn about SEC filing dates

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^*

Freifeld Daniel

(Last) (First) (Middle)

818 18TH AVENUE SOUTH

SUITE 925

(Street)

NASHVILLE TENNESSEE 37203

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Marti Technologies, Inc. [ MRT ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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
Class A Ordinary Shares, par value $0.0001 per share	05/18/2026		S(1)		500,000	D	$2.04	6,967,715(2)	I	See Footnote(2)
Class A Ordinary Shares, par value $0.0001 per share	06/15/2026		S(1)		500,000	D	$1.7	6,467,715(2)	I	See Footnote(2)
Class A Ordinary Shares, par value $0.0001 per share	09/09/2026		S(1)		350,000	D	$2.02	6,117,715(2)	I	See Footnote(2)
Class A Ordinary Shares, par value $0.0001 per share	09/30/2026		A(3)		20,261	A	$0	1,002,703(4)	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

Explanation of Responses:

1. The reported dispositions were made by Callaway Capital Management, LLC ("Callaway LLC") in a privately negotiated transaction.

2. Following the final reported transaction, indirect holdings consist of (i) 233,638 Class A Ordinary Shares held directly by Farragut Square Global Master Fund, LP ("Farragut LP") and (ii) 5,884,077 Class A Ordinary Shares held directly by Callaway LLC. Mr. Freifeld indirectly controls Farragut LP and Callaway LLC and may be deemed to beneficially own the shares held by such entities. Mr. Freifeld disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. Represents fully-vested Class A Ordinary Shares issued under the Issuer's 2023 Incentive Award Plan in lieu of the reporting person's cash retainer for third quarter of 2026 board service.

4. Includes 74,580 Class A Ordinary Shares underlying restricted stock units granted under the Issuer'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.

	/s/ Daniel Freifeld	10/02/2026
	** 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)