Sport City Cadiz S.L. adds 260,433 Nomadar (NOMA) shares in deal

Rhea-AI Filing Summary

Nomadar Corp. insider Sport City Cadiz S.L., a more than 10% owner, reported receiving 260,433 shares of common stock on November 20, 2025. The shares were issued by Nomadar at $8.68 per share under a contribution agreement dated November 1, 2024 and amended June 12, 2025.

Following this issuance, Sport City Cadiz S.L. directly holds 7,233,011 Nomadar common shares. Manuel Ignacio Diaz Charlo has voting and dispositive power over these shares but disclaims Section 16 beneficial ownership except to the extent of any pecuniary interest.

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^*

Sport City Cadiz S.L.

(Last) (First) (Middle)

C/O NOMADAR CORP.

5015 HIGHWAY 59 N

(Street)

MARSHALL TX 75670

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nomadar Corp. [ NOMA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025

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	11/20/2025		P(1)		260,433	A	$8.68	7,233,011	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. On November 20, 2025, pursuant to a contribution agreement between the Issuer and the Reporting Person (RP), dated November 1, 2024, as amended on June 12, 2025, the Issuer issued the RP 260,433 shares of common stock. The shares were issued at $8.68 per share, in accordance with Nasdaq rules. Manuel Ignacio Diaz Charlo has voting and dispositive power with respect to the shares held by the RP. Manuel Ignacio Diaz Charlo disclaims Section 16 beneficial ownership of the securities held by the RP, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

	/s/ Manuel Ignacio Diaz Charlo	01/30/2026
	** 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.

FAQ

What insider transaction did Nomadar Corp. (NOMA) report on this Form 4?

Nomadar Corp. reported an insider issuance of 260,433 common shares to Sport City Cadiz S.L. at $8.68 per share. The shares were delivered under a contribution agreement between Nomadar and the reporting person dated November 1, 2024 and amended June 12, 2025.

How many Nomadar (NOMA) shares did Sport City Cadiz S.L. receive and at what price?

Sport City Cadiz S.L. received 260,433 Nomadar common shares at $8.68 per share. The issuance occurred on November 20, 2025, and was carried out in accordance with Nasdaq rules under a previously signed and later amended contribution agreement with Nomadar.

What is Sport City Cadiz S.L.’s total Nomadar (NOMA) stake after this transaction?

After the reported transaction, Sport City Cadiz S.L. directly holds 7,233,011 Nomadar common shares. This updated holding reflects the addition of 260,433 shares issued on November 20, 2025, as disclosed in the Form 4 insider ownership table for the reporting person.

Who has voting power over the Nomadar (NOMA) shares held by Sport City Cadiz S.L.?

Manuel Ignacio Diaz Charlo has voting and dispositive power over the Nomadar shares held by Sport City Cadiz S.L. The filing notes he disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest in them, if any.

Was the Nomadar (NOMA) insider transaction a market purchase or an issuance under an agreement?

The transaction was an issuance under a contribution agreement, not an open-market trade. On November 20, 2025, Nomadar issued 260,433 common shares to Sport City Cadiz S.L. pursuant to a contribution agreement dated November 1, 2024 and amended June 12, 2025.

Why does the Form 4 mention a contribution agreement for Nomadar (NOMA)?

The contribution agreement explains the basis for issuing 260,433 Nomadar shares to Sport City Cadiz S.L. It was originally dated November 1, 2024 and later amended June 12, 2025, and governs the share issuance terms, including the $8.68 per share issuance price.