[Form 4/A] The OLB Group, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

Form 4/A highlights insider equity changes at The OLB Group, Inc. (OLB):

• Chairman, CEO and 10% owner Ronny Yakov acquired 4,685,029 common shares on 06-02-25 (Code J) directly from the company’s treasury at a deemed fair-value price of $1.31 per share. Shares were issued in lieu of cash to satisfy outstanding liabilities, debt financing, accrued interest and bonuses.
• On 06-30-25 he gifted 878,074 shares (Code G) for no consideration.
• Earlier, on 05-28-25, Yakov returned 1,021 Series A Preferred shares for cancellation (Code D). Each preferred share was convertible into 111.11 common shares, eliminating up to 113,444 potential new common shares.

After the reported transactions Yakov holds 4,378,014 common shares directly. His beneficial ownership also includes 227,003 Series A warrants ($90 strike, exp. 08-11-25), 56,751 Series B warrants ($45 strike, exp. 08-11-25) and 20,000 vested stock options ($0.03 strike).

The filing amends the Form 4 dated 01-26-24 to include the 2025 transactions.

Positive

• Cancellation of 1,021 Series A Preferred shares removes up to 113,444 potential common shares, modestly reducing future dilution.
• CEO’s increased direct ownership to 4.38 M shares may better align management and shareholder interests.

Negative

• Issuance of 4.69 M new common shares to satisfy liabilities increases share count and dilutes existing shareholders.
• Concentration of ownership in a single insider (CEO) heightens governance and liquidity concerns.

Insights

Equity Capital Markets Analyst

TL;DR: CEO swaps debt for 4.7 M shares, cancels preferred, gifts stock; net dilution but insider stake rises.

The company issued 4.69 M treasury shares at $1.31 to satisfy liabilities owed to its CEO, increasing outstanding common shares and potentially diluting existing holders. Conversely, the return of 1,021 Series A Preferred shares removes 113 k in possible future dilution. Net, Yakov’s direct stake climbs to 4.38 M shares, signaling confidence but concentrating ownership. Because the share issuance offsets the dilution benefit of the preferred cancellation, the overall impact on minority investors appears mixed. The transaction structure conserves cash, which may ease near-term liquidity pressures noted by the company in prior filings (not addressed here), but raises questions about equity value preservation. I classify the filing as routine insider activity with limited immediate market impact.

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^*

YAKOV RONNY

(Last) (First) (Middle)

C/O THE OLB GROUP, INC.

1120 AVENUE OF THE AMERICAS, 4TH FLOOR

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OLB GROUP, INC. [ OLB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/26/2024

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	06/02/2025		J		4,685,029	A	$1.31(1)	5,256,088(2)	D
Common Stock	06/30/2025		G		878,074	D	$0(3)	4,378,014(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
Series A Preferred Stock	(5)	05/28/2025		D			1,021	(5)	(5)	Common Stock	113,444	$0	0	D

Explanation of Responses:

1. The shares were acquired from the issuer's treasury in satisfaction of outstanding liabilities, debt financing, accrued interest, and bonuses in lieu of cash, at a deemed fair market value of $1.31 per share (based on the average closing price over the prior 60 trading days).

2. Following the acquisition of 4,685,029 shares, based on 571,059 shares held prior to the transaction (per the April 15, 2025, Form 10-K footnote).

3. The gift disposition was made with no consideration received.

4. Amount held following the gift disposition of 878,074 shares.

5. The Series A Preferred Stock is convertible into shares of Common Stock at any time, at a conversion rate of 111.11 shares of Common Stock per share of Series A Preferred Stock. The Series A Preferred Stock has no expiration date. The Reporting Person returned the shares for cancellation with no consideration received.

Remarks:

This Form 4/A amends the Form 4 filed on 01/26/2024 to report additional transactions on 05/28/2025, 06/02/2025, and 06/30/2025. The Reporting Person's beneficial ownership also includes 227,003 shares issuable upon exercise of Series A Warrants ($90.00 per share, exercisable immediately, expiring 08/11/2025), 56,751 shares issuable upon exercise of Series B Warrants ($45.00 per share, exercisable immediately, expiring 08/11/2025), and 20,000 shares issuable upon exercise of vested employee stock options ($0.03 per share, vesting in three equal annual installments beginning on the one-year anniversary of the grant date, expiring three years after each vesting date).

	/s/ Ronny Yakov	08/01/2025
	** 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.
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FAQ

How many OLB shares did CEO Ronny Yakov acquire?

He acquired 4,685,029 common shares on 06-02-2025 at a deemed price of $1.31 per share.

What securities were cancelled in the Form 4/A?

Yakov returned 1,021 Series A Preferred shares, eliminating their right to convert into 113,444 common shares.

What is Ronny Yakov’s current direct shareholding after the transactions?

He now directly owns 4,378,014 common shares.

Were any shares disposed of without consideration?

Yes, 878,074 shares were gifted on 06-30-2025 with no consideration received.

Does the insider hold any derivative securities?

Yes, the filing notes 227,003 Series A warrants, 56,751 Series B warrants, and 20,000 vested options remain outstanding.