Brera Holdings PLC (BREA) Announces 1:10 Reverse Share Split

Brera Holdings PLC (“Brera Holdings” or the “Company”) (Nasdaq: BREA), an Ireland-based international holding company focused on expanding its global portfolio of men’s and women’s sports clubs through a multi-club ownership (“MCO”) strategy, today announced a 1-for-10 reverse share split (the “Reverse Share Split”) of the Company’s ordinary shares, wherein the 50,000,000 Class A Ordinary Shares of nominal value $0.005 each will be consolidated on a 1-for-10 basis into 5,000,000 Class A Ordinary Shares of nominal value $0.05 each and the 250,000,000 Class B Ordinary Shares of nominal value $0.005 each will be consolidated on a 1-for-10 basis into 25,000,000 Class B Ordinary Shares of nominal value $0.05 each.

The Company’s board of directors approved the Reverse Share Split on May 21, 2025, and the Company obtained shareholder approval for the Reverse Share Split at an extraordinary general meeting on June 14, 2025.

The Company’s Class B Ordinary Shares will continue to trade on The Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “BREA” and will begin trading on a split-adjusted basis when the market opens on Thursday, June 26, 2025. The new CUSIP number for the Company’s Class B Ordinary Shares following the Reverse Share Split will be G13311116.

The Reverse Share Split is intended to enable the Company to regain compliance with the minimum bid price requirement for continued listing on Nasdaq.

The Reverse Share Split will adjust the number of issued and outstanding Class A Ordinary Shares from approximately 6,338,000 shares to approximately 633,800 shares and the number of issued and outstanding Class B Ordinary Shares from approximately 17,809,074 shares to approximately 1,780,908 shares (subject to adjustment due to the effect of rounding up fractional shares into whole shares). Every 10 issued and outstanding ordinary shares of the Company as of the effective time will be consolidated into one ordinary share. In addition, the Reverse Share Split will effect a reduction in the number of shares issuable pursuant to the Company’s equity awards, warrants, and convertible preferred shares outstanding as of the effective time of the Reverse Share Split with a corresponding increase in the exercise or conversion price per share. In connection with the Reverse Share Split, the Company will adopt a new constitution to reflect the adjustment of the number of authorized ordinary shares and the nominal value of the ordinary shares. The other terms of the Company’s ordinary shares are not affected by the Reverse Share Split.

No fractional shares will be issued in connection with the Reverse Share Split. Fractional shares resulting from the Reverse Share Split will be rounded up to the nearest whole share. Equiniti Trust Company, LLC is acting as transfer and exchange agent for the Reverse Share Split. Registered shareholders are not required to take any action to receive post-Reverse Share Split shares. Shareholders who are holding their shares in electronic form at brokerage firms need not take any action as the effect of the Reverse Share Split will automatically be reflected in their brokerage accounts.

Additional information about the Reverse Share Split can be found in the Company’s Reports on Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on May 23, 2025 and June 24, 2025, which are available free of charge at the SEC’s website, www.sec.gov, and on the Company’s website at www.breraholdings.com.

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