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[Form 3] Brera Holdings PLC Initial Statement of Beneficial Ownership

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

Rhea-AI Filing Summary

Brera Holdings PLC director Maimon Keren Kalima has filed an initial ownership report. The filing shows direct holdings of 187,868 Class B Ordinary Shares. It also reports 2,777 Restricted Stock Units (RSUs), including 1,667 RSUs that are fully vested but not yet issued.

Each RSU gives the right to receive one Class B Ordinary Share at an exercise price of $0.00. The RSUs are scheduled to vest in eight equal quarterly installments starting on October 21, 2025, subject to continued service. Any unvested RSUs will fully vest if there is a Change in Control, death, Disability, retirement, or termination by the issuer without Cause, with a final vesting date of July 21, 2027.

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Insider Maimon Keren Kalima
Role null
Type Security Shares Price Value
holding Restricted Stock Units ("RSUs") -- -- --
holding Class B Ordinary Shares -- -- --
Holdings After Transaction: Restricted Stock Units ("RSUs") — 2,777 shares (Direct, null); Class B Ordinary Shares — 187,868 shares (Direct, null)
Footnotes (1)
  1. Includes 1,667 RSUs that have fully vested but have not yet issued. Each RSU represents a contingent right to receive one Class B Ordinary Share nominal value $0.50 per share (the "Class B Ordinary Shares") at an exercise price of $0.00 per share. The RSUs vest in eight equal quarterly installments, commencing on October 21, 2025, subject to the Reporting Person's continued service to the Issuer through each such vesting date. All unvested RSUs will fully accelerate and become immediately vested upon a Change in Control (as defined in the Restricted Stock Award Agreement), death, Disability (as defined in the Restricted Stock Award Agreement), retirement, or termination by the Issuer without Cause (as defined in the Restricted Stock Award Agreement). The expiration date of the RSUs is July 21, 2027, which is the date of the final vesting installment.
Class B shares held 187,868 shares Direct ownership reported on Form 3
RSUs outstanding 2,777 RSUs Restricted Stock Units linked to Class B Ordinary Shares
Vested but unissued RSUs 1,667 RSUs Fully vested RSUs not yet settled into shares
RSU exercise price $0.00 per share Right to receive one Class B share per RSU
RSU vesting start October 21, 2025 First of eight equal quarterly vesting dates
Final vesting/expiration July 21, 2027 Date of final RSU vesting installment
Restricted Stock Units ("RSUs") financial
"Restricted Stock Units ("RSUs") that convert into Class B Ordinary Shares"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Class B Ordinary Shares financial
"Each RSU represents a contingent right to receive one Class B Ordinary Share"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
Change in Control financial
"All unvested RSUs will fully accelerate and become immediately vested upon a Change in Control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Disability financial
"All unvested RSUs will fully accelerate and become immediately vested upon a Change in Control, death, Disability, retirement"
Cause financial
"termination by the Issuer without Cause"
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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*
Maimon Keren Kalima
(Last)(First)(Middle)
CONNAUGHT HOUSE, 5TH FLOOR
ONE BURLINGTON ROAD
(Street)
DUBLIN4
(City)(State)(Zip)
IRELAND
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026		3. Issuer Name and Ticker or Trading Symbol
Brera Holdings PLC [ SLMT ]
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 B Ordinary Shares187,868(1)D
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
Restricted Stock Units ("RSUs") (1) (1)Class B Ordinary Shares, $0.50 par value2,777(2)$0.00D
Explanation of Responses:
1. Includes 1,667 RSUs that have fully vested but have not yet issued.
2. Each RSU represents a contingent right to receive one Class B Ordinary Share nominal value $0.50 per share (the "Class B Ordinary Shares") at an exercise price of $0.00 per share. The RSUs vest in eight equal quarterly installments, commencing on October 21, 2025, subject to the Reporting Person's continued service to the Issuer through each such vesting date. All unvested RSUs will fully accelerate and become immediately vested upon a Change in Control (as defined in the Restricted Stock Award Agreement), death, Disability (as defined in the Restricted Stock Award Agreement), retirement, or termination by the Issuer without Cause (as defined in the Restricted Stock Award Agreement). The expiration date of the RSUs is July 21, 2027, which is the date of the final vesting installment.
/s/ Keren Maimon05/29/2026
** 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