Old Market Capital Form 4: director granted 5,932 shares as compensation

Rhea-AI Filing Summary

Old Market Capital Corp director Brendan J. Keating reported receipt of 5,932 shares of common stock as director compensation and now directly holds 38,002 shares. The report, filed on 10/08/2025, shows the issuance date for the shares was 10/06/2025 and lists an additional 2,262 shares owned indirectly through Rosecrest Trust, where Mr. Keating serves as trustee. The granted shares were reported at a price of $0, indicating they were part of compensation rather than a purchase. The filing is a Form 4 under Section 16, disclosing changes in beneficial ownership by an insider.

Positive

• Director alignment strengthened by receiving 5,932 shares as compensation
• Clear disclosure of direct and indirect beneficial ownership (38,002 direct; 2,262 indirect)

Negative

• Potential dilution from equity-based director compensation, depending on future grants
• No cash purchase (shares issued at $0), which does not increase insider cash stake

Insights

Corporate Governance Analyst

Director compensation issued in stock; trustee relationship creates indirect ownership.

The reported 5,932 shares were issued to the director as compensation, increasing his direct holdings to 38,002 shares while 2,262 shares remain indirectly owned via Rosecrest Trust. Stock-paid director fees are a routine governance mechanism to align board incentives with shareholders.

Key dependencies include the company’s equity-compensation policy and dilution effects if similar grants recur. Investors may track future Form 4s for additional grants or sales within the next 12 months to assess ongoing dilution and insider alignment.

Securities Transaction Specialist

Form 4 correctly discloses non‑purchased shares and trustee indirect ownership.

The transaction code shows an acquisition (compensation) on 10/06/2025 with a reported price of $0, consistent with shares issued for service rather than a market purchase. The filing properly lists direct and indirect beneficial ownership and is signed on 10/08/2025.

Compliance hinges on accurate continuing disclosure under Section 16; watch for any subsequent Form 4s that show dispositions or additional acquisitions within the next calendar quarter which could change beneficial ownership concentration.

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^*

Keating Brendan Joseph

(Last) (First) (Middle)

1601 DODGE ST., SUITE 3350

(Street)

OMAHA NE 68102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OLD MARKET CAPITAL Corp [ OMCC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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	10/06/2025		A		5,932(1)	A	$0	38,002	D
COMMON STOCK								2,262	I	BY TRUST(2)

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. These shares were issued to the reporting person as part of his compensation for service as a director of the registrant.

2. These shares are directly owned by Rosecrest Trust, of which Brendan J. Keating is the Trustee. Mr. Keating could be deemed to have indirect beneficial ownership of the shares.

	/s/ BRENDAN JOSEPH KEATING	10/08/2025
	** 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.
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 did OMCC director Brendan J. Keating report on Form 4?

He reported receipt of 5,932 common shares as director compensation and now directly owns 38,002 shares, plus 2,262 indirectly via Rosecrest Trust.

When was the OMCC transaction dated and when was the Form 4 filed?

The shares were issued on 10/06/2025 and the Form 4 was signed and filed on 10/08/2025.

Was there a cash purchase price for the OMCC shares reported?

No. The reported price for the issued shares is $0, indicating the shares were issued as compensation.

What is the nature of the 2,262 OMCC shares held indirectly?

The 2,262 shares are directly owned by Rosecrest Trust, for which Brendan J. Keating is Trustee, creating potential indirect beneficial ownership.

Does this Form 4 indicate a sale by the insider?

No. The filing records an acquisition of shares as compensation; there is no reported disposition in this Form 4.