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Brera Holdings (SLMT) entity exercises 1,878,988 pre-funded warrants at $0.05

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Brera Holdings PLC director-linked entity exercised pre-funded warrants into additional shares. An entity chain headed by RBCH Ltd exercised pre-funded warrants for 1,878,988 Class B Ordinary Shares at an exercise price of $0.05 per share. Following the warrant exercise, 8,378,988 Class B Ordinary Shares are reported as indirectly owned. Director Viktor Fischer is the ultimate individual in the ownership chain but disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Fischer Viktor
Role Director
Type Security Shares Price Value
X Pre-Funded Warrants 1,878,988 $0.05 $94K
X Class B Ordinary Shares 1,878,988 $0.05 $94K
Holdings After Transaction: Pre-Funded Warrants — 0 shares (Indirect, See footnote); Class B Ordinary Shares — 8,378,988 shares (Indirect, See footnote)
Footnotes (1)
  1. Reflects settlement date of warrant exercise, which occurred after the date provided for in the pre-funded warrants. The securities are directly owned by RBCH Ltd, the sole shareholder of which is Rockaway Blockchain Fund I, L.P. The general partner of Rockaway Blockchain Fund I, L.P. is Rockaway Blockchain GP Ltd, the sole shareholder of which is RockawayX a.s. The sole shareholder of RockawayX a.s. is RockawayX Holding a.s. RockawayX Holding a.s. has two shareholders, each of whom owns 50%, being 0xVIFI s.r.o. and DOBERMAN Corp s.r.o. The sole shareholder of 0xVIFI s.r.o. is Viktor Fischer. Viktor Fischer disclaims any beneficial ownership in the reported securities except to the extent of his pecuniary interest therein. The Pre-Funded Warrants, representing rights to purchase 4,611,111 Class B Ordinary Shares, are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants issued are exercised in full at an exercise price of $0.05 per share.
Warrants exercised 1,878,988 Pre-Funded Warrants Exercised into Class B Ordinary Shares on 2026-04-03
Exercise price $0.05 per share Pre-Funded Warrants into Class B Ordinary Shares
Shares acquired 1,878,988 Class B Ordinary Shares Underlying shares from warrant exercise
Indirect holdings after transaction 8,378,988 Class B Ordinary Shares Reported total indirect ownership following exercise
Total shares covered by warrants 4,611,111 Class B Ordinary Shares Rights represented by Pre-Funded Warrants
Pre-Funded Warrants financial
"The Pre-Funded Warrants, representing rights to purchase 4,611,111 Class B Ordinary Shares, are immediately exercisable"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Class B Ordinary Shares financial
"The Pre-Funded Warrants, representing rights to purchase 4,611,111 Class B Ordinary Shares, are immediately exercisable"
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.
beneficial ownership financial
"Viktor Fischer disclaims any beneficial ownership in the reported securities except to the extent of his pecuniary interest therein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"Viktor Fischer disclaims any beneficial ownership in the reported securities except to the extent of his pecuniary interest therein"
indirect ownership financial
"The securities are directly owned by RBCH Ltd ... Viktor Fischer disclaims any beneficial ownership"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
X
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*
Fischer Viktor
(Last)(First)(Middle)
CONNAUGHT HOUSE, 5TH FLOOR,
ONE BURLINGTON ROAD
(Street)
DUBLIND04 C546
(City)(State)(Zip)
IRELAND
(Country)		2. Issuer Name and Ticker or Trading Symbol
Brera Holdings PLC [ SLMT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)XOther (specify below)
See Remarks
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class B Ordinary Shares04/03/2026(1)X1,878,988A$0.058,378,988ISee footnote(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Pre-Funded Warrants$0.0504/03/2026(1)X1,878,988 (3) (3)Class B Ordinary Shares1,878,988$0.050ISee footnote(2)
Explanation of Responses:
1. Reflects settlement date of warrant exercise, which occurred after the date provided for in the pre-funded warrants.
2. The securities are directly owned by RBCH Ltd, the sole shareholder of which is Rockaway Blockchain Fund I, L.P. The general partner of Rockaway Blockchain Fund I, L.P. is Rockaway Blockchain GP Ltd, the sole shareholder of which is RockawayX a.s. The sole shareholder of RockawayX a.s. is RockawayX Holding a.s. RockawayX Holding a.s. has two shareholders, each of whom owns 50%, being 0xVIFI s.r.o. and DOBERMAN Corp s.r.o. The sole shareholder of 0xVIFI s.r.o. is Viktor Fischer. Viktor Fischer disclaims any beneficial ownership in the reported securities except to the extent of his pecuniary interest therein.
3. The Pre-Funded Warrants, representing rights to purchase 4,611,111 Class B Ordinary Shares, are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants issued are exercised in full at an exercise price of $0.05 per share.
Remarks:
Resigned as a director effective as of April 5, 2026.
/s/ Viktor Fischer04/07/2026
** 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 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Brera Holdings (SLMT) report in this Form 4?

An entity associated with Brera director Viktor Fischer exercised pre-funded warrants for 1,878,988 Class B Ordinary Shares at $0.05 per share, increasing its indirect share position to 8,378,988 shares according to the filing’s reported post-transaction holdings.

Who actually holds the Brera Holdings (SLMT) shares reported in Viktor Fischer’s Form 4?

The shares are directly owned by RBCH Ltd, which is controlled through several intermediate Rockaway entities. Viktor Fischer is the sole shareholder of 0xVIFI s.r.o., an upper-tier owner, and he disclaims beneficial ownership except for any pecuniary interest.

What type of security did the Brera Holdings (SLMT) insider exercise?

The insider-related entity exercised Pre-Funded Warrants, a derivative security that gives rights to purchase Class B Ordinary Shares. In this case, 1,878,988 underlying Class B shares were acquired at an exercise price of $0.05 per share.

How many Brera Holdings (SLMT) Class B shares are indirectly owned after the exercise?

After the warrant exercise, the Form 4 reports 8,378,988 Class B Ordinary Shares as indirectly owned. These shares are held through RBCH Ltd and a chain of Rockaway-related entities, rather than directly by director Viktor Fischer personally.

What does Viktor Fischer’s beneficial ownership disclaimer mean for Brera Holdings (SLMT)?

The disclaimer states that Viktor Fischer does not claim full beneficial ownership of the reported securities, except to the extent of his pecuniary interest. This clarifies that the securities are primarily held through entities, limiting his direct ownership stake characterization.

How many total Brera Holdings (SLMT) shares can the Pre-Funded Warrants purchase?

The Pre-Funded Warrants represent rights to purchase 4,611,111 Class B Ordinary Shares, with an exercise price of $0.05 per share. They are immediately exercisable and may be exercised until all such warrants issued have been exercised in full.