Brera Holdings (SLMT) CEO Ron Sade reports 12.5% Class B stake

Rhea-AI Filing Summary

Brera Holdings PLC director and Chief Executive Officer Ron Sade filed a Schedule 13D disclosing his stake in the company’s Class B Ordinary Shares. He beneficially owns 1,340,646 Class B shares, representing 12.5% of the class, with sole voting and dispositive power.

On May 21, 2026, Sade entered into a Subscription Agreement to purchase 1,149,000 Class B shares in a registered direct offering at $4.97 per share for investment purposes. He may buy more shares, sell shares, or transfer them for planning purposes over time, depending on the company’s prospects and market conditions.

Key Figures

Beneficial ownership: 1,340,646 Class B shares Ownership percentage: 12.5% Recent share purchase: 1,149,000 Class B shares +2 more

5 metrics

Beneficial ownership 1,340,646 Class B shares Shares beneficially owned by Ron Sade

Ownership percentage 12.5% Percent of Class B Ordinary Shares

Recent share purchase 1,149,000 Class B shares Subscribed on May 21, 2026

Purchase price $4.97 per share Price in registered direct offering

Nominal value $0.50 per share Nominal value of Class B Ordinary Shares

Key Terms

Schedule 13D, beneficially owned, registered direct offering, Registration Rights Agreement, +1 more

5 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 1,340,646.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

registered direct offering financial

"Class B Ordinary Shares 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.

Registration Rights Agreement regulatory

"The Reporting Person is party to a Registration Rights Agreement, dated as of September 18, 2025"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Class B Ordinary Shares financial

"Title of Class of Securities: Class B Ordinary Shares, $0.50 nominal value per 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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Brera Holdings PLC

(Name of Issuer)

Class B Ordinary Shares, $0.50 nominal value per share

(Title of Class of Securities)

G13311132

(CUSIP Number)

Ron Sade
c/o Brera Holdings PLC Connaught House,, 5th Floor One Burlington Road
Dublin 4, L2, D04 C5Y6
1 253-271-9108

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/21/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G13311132

1

Name of reporting person

Ron Sade

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

PORTUGAL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,340,646.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,340,646.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,340,646.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class B Ordinary Shares, $0.50 nominal value per share
(b)	Name of Issuer: Brera Holdings PLC
(c)	Address of Issuer's Principal Executive Offices: Connaught House, 5th Floor, One Burlington Road, Dublin 4, IRELAND , D04 C5Y6.
Item 1 Comment: This Schedule 13D (this "Schedule 13D") relates to the class B ordinary shares, $0.50 nominal value per share ("Class B Ordinary Shares"), of Brera Holdings PLC, an Irish public limited company (the "Issuer"). The Issuer has its principal executive offices at Connaught House, 5th Floor, One Burlington Road, Dublin 4, D04 C5Y6, Ireland.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Ron Sade, an individual (the "Reporting Person").
(b)	The principal business address of the Reporting Person is c/o Brera Holdings PLC, Connaught House, 5th Floor, One Burlington Road, Dublin 4, D04 C5Y6, Ireland.
(c)	The Reporting Person's principal occupation or employment is as Chief Executive Officer of the Issuer.
(d)	During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of the Portugal.
Item 3.	Source and Amount of Funds or Other Consideration
	On May 21, 2026, the Issuer entered into a subscription agreement (the "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.
Item 4.	Purpose of Transaction
	The Reporting Person's acquisition of Class B Ordinary Shares reported on this Schedule 13D was for investment purposes. Mr. Sade has served as a member of the board of directors of the Issuer since September 2025 and as the Chief Executive Officer of the Issuer since May 2026, and in such capacities may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as disclosed in this Item, the Reporting Person does not have any current plans or proposals which relate to or would result in any of the events described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person, however, expects to evaluate on a continuing basis his goals and objectives, other business opportunities available to him and may change his plans or proposals in the future. In determining from time to time whether to sell the securities reported as beneficially owned in this Schedule 13D (and in what amounts) or to retain such securities, the Reporting Person will take into consideration such factors as he deems relevant, including the business and prospects of the Company, anticipated future developments concerning the Company, existing and anticipated market conditions from time to time, general economic conditions, regulatory matters, and other opportunities available to the Reporting Person. In addition, the Reporting Person may, from time to time, transfer shares beneficially owned by him for tax, estate or other economic planning purposes. The Reporting Person reserves the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of his holdings of securities of the Issuer or to change his intention with respect to any or all of the matters referred to in this Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5.
(b)	The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover page of this Schedule 13D (including the footnotes thereto) is incorporated by reference into this Item 5.
(c)	The information provided in response to Item 3 and Item 4 hereof is incorporated by reference into this Item 5(c). Except as described in this Schedule 13D, the Reporting Person has not effected any transactions in the Class B Ordinary Shares during the past 60 days.
(d)	No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class B Ordinary Shares held by the Reporting Person.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information provided in response to Item 3 and Item 4 hereof is incorporated by reference into this Item 6. The Reporting Person is party to a Registration Rights Agreement, dated as of September 18, 2025, by and among the Issuer and the purchaser parties thereto (the "Registration Rights Agreement"), pursuant to which the Issuer agreed to file a registration statement with the SEC registering the resale of, among others, certain shares and warrants issued to the Reporting Person. Other than the relationships described above, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Person and any other persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. This Item 6 is qualified in its entirety by reference to the exhibits described in Item 7, which are incorporated by reference into this statement.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 Subscription Agreement between Brera Holdings PLC and the Reporting Person, dated May 21, 2026 (Incorporated by reference to Exhibit 10.1 filed on Form 6-K May 28, 2026). Exhibit 2 Registration Rights Agreement, dated as of September 18, 2025, between Brera Holdings PLC and each Holder (as defined therein) (Incorporated by reference to Exhibit 10.2 filed on Form 6-K September 18, 2025)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ron Sade

Signature:	/s/ Ron Sade
Name/Title:	Ron Sade
Date:	05/29/2026

FAQ

What stake in Brera Holdings PLC (SLMT) does Ron Sade report on this Schedule 13D?

Ron Sade reports beneficial ownership of 1,340,646 Class B Ordinary Shares, representing 12.5% of the class. He holds sole voting and dispositive power over these shares, giving him significant influence as both director and Chief Executive Officer.

How many Brera Holdings (SLMT) shares did Ron Sade recently acquire and at what price?

On May 21, 2026, Ron Sade agreed to purchase 1,149,000 Class B Ordinary Shares at $4.97 per share in a registered direct offering. This sizable purchase increased his beneficial ownership and reflects an investment-focused transaction with the issuer.

What is Ron Sade’s role at Brera Holdings PLC (SLMT)?

Ron Sade serves as Chief Executive Officer of Brera Holdings PLC and has been a board member since September 2025. His executive and board positions, combined with a 12.5% stake, give him meaningful influence over corporate decisions and strategy.

Why did Ron Sade acquire Brera Holdings (SLMT) Class B Ordinary Shares?

The filing states that Ron Sade acquired the Class B Ordinary Shares for investment purposes. He may later buy additional securities, sell part or all of his holdings, or transfer shares for tax, estate, or other economic planning considerations.

Does Ron Sade have any special registration rights for Brera Holdings (SLMT) securities?

Yes. Ron Sade is party to a Registration Rights Agreement dated September 18, 2025. Under this agreement, Brera Holdings agreed to file a registration statement covering the resale of certain shares and warrants issued to him and other purchasers.

What is the class and nominal value of Brera Holdings PLC (SLMT) shares reported in this Schedule 13D?

The Schedule 13D relates to Class B Ordinary Shares of Brera Holdings PLC, each with a nominal value of $0.50 per share. These shares are the class in which Ron Sade holds a 12.5% beneficial ownership interest.