### 4
SEC FORM
4 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 |
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|
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| 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) |
### 4
X0609
4
2026-05-21
0
0001939965
Brera Holdings PLC
SLMT
0002126416
Sade Ron
true
CONNAUGHT HOUSE, 5TH FLOOR
ONE BURLINGTON ROAD
DUBLIN
L2
D04 C546
IRELAND
1
1
1
0
Chief Executive Officer
0
Class B Ordinary Shares
2026-05-21
4
P
0
1149000
4.97
A
1340646
D
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
2026-05-29