Brera CEO buys 1.15M Class B shares at $4.97

Brera Holdings PLC Chief Executive Officer Sade Ron reported a substantial open-market-style purchase of Class B Ordinary Shares.

Rhea-AI Filing Summary

Brera Holdings PLC Chief Executive Officer Sade Ron reported a substantial open-market-style purchase of Class B Ordinary Shares. On May 21, 2026, the company entered into a subscription agreement under which it agreed to issue and sell 1,149,000 Class B Ordinary Shares to Ron at a purchase price of $4.97 per share in a registered direct offering.

Following this transaction, Ron holds a total of 1,340,646 Class B Ordinary Shares, which includes 1,667 RSUs that have fully vested but have not yet been issued.

Insider Trade Summary

Net Buyer: 1,149,000 shares

Net Buy 1 txn

Insider Sade Ron

Role Chief Executive Officer

Bought 1,149,000 shs ($5.71M)

Type	Security	Shares	Price	Value
Purchase	Class B Ordinary Shares	1,149,000	$4.97	$5.71M

Holdings After Transaction: Class B Ordinary Shares — 1,340,646 shares (Direct)

Footnotes (1)

1. F1. On May 21, 2026, the Issuer entered into a subscription agreement with the Reporting Person, pursuant to which the Issuer agreed to issue and sell to the Reporting Person an aggregate of 1,149,000 Class B Ordinary Shares at a purchase price of $4.97 per share in a registered direct offering. Includes 1,667 RSUs that have fully vested but have not yet issued.

Key Figures

Shares acquired: 1,149,000 Class B Ordinary Shares Purchase price per share: $4.97 per share Total shares after transaction: 1,340,646 Class B Ordinary Shares +1 more

4 metrics

Shares acquired 1,149,000 Class B Ordinary Shares Purchased by CEO Sade Ron on May 21, 2026

Purchase price per share $4.97 per share Subscription agreement in registered direct offering

Total shares after transaction 1,340,646 Class B Ordinary Shares CEO Sade Ron holdings following the transaction

Vested RSUs included 1,667 RSUs Fully vested but not yet issued; included in total holdings

Key Terms

subscription agreement, registered direct offering, RSUs, Class B Ordinary Shares

4 terms

subscription agreement financial

"the Issuer entered into a subscription agreement with the Reporting Person"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

registered direct offering financial

"at a purchase price of $4.97 per share in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

RSUs financial

"Includes 1,667 RSUs that have fully vested but have not yet issued"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

Class B Ordinary Shares financial

"an aggregate of 1,149,000 Class B Ordinary Shares at a purchase price"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Brera Holdings PLC (SLMT) report for its CEO?

Brera Holdings PLC reported that CEO Sade Ron agreed to purchase 1,149,000 Class B Ordinary Shares at $4.97 per share in a registered direct offering. This transaction reflects a sizable increase in his equity position in the company.

How many Brera (SLMT) shares does CEO Sade Ron hold after this Form 4?

After the reported transaction, CEO Sade Ron holds 1,340,646 Class B Ordinary Shares. This total includes 1,667 restricted stock units that have fully vested but have not yet been issued as shares to him.

At what price did the Brera (SLMT) CEO acquire the new Class B shares?

The CEO acquired 1,149,000 Class B Ordinary Shares at a purchase price of $4.97 per share. The shares were issued and sold to him under a subscription agreement in a registered direct offering dated May 21, 2026.

What type of transaction is disclosed in this Brera (SLMT) Form 4?

The Form 4 discloses an acquisition of Class B Ordinary Shares by CEO Sade Ron characterized as an open-market purchase, effected through a subscription agreement in a registered direct offering for 1,149,000 shares at $4.97 per share.

Do the CEO’s Brera (SLMT) holdings include restricted stock units (RSUs)?

Yes. The CEO’s reported total of 1,340,646 Class B Ordinary Shares includes 1,667 restricted stock units that have fully vested. These RSUs have not yet been issued as shares but are counted within his reported beneficial ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 09:24 PM Learn about SEC filing dates

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^*

Sade Ron

(Last) (First) (Middle)

CONNAUGHT HOUSE, 5TH FLOOR

ONE BURLINGTON ROAD

(Street)

DUBLIN D04 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class B Ordinary Shares	05/21/2026(1)		P		1,149,000	A	$4.97	1,340,646	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 May 21, 2026, the Issuer entered into a subscription agreement with the Reporting Person, pursuant to which the Issuer agreed to issue and sell to the Reporting Person an aggregate of 1,149,000 Class B Ordinary Shares at a purchase price of $4.97 per share in a registered direct offering. Includes 1,667 RSUs that have fully vested but have not yet issued.

	/s/ Ron Sade	05/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)