Foxx Development (FOXX) CTO sells 9,716 shares in open-market trade

Rhea-AI Filing Summary

Foxx Development Holdings Inc. Chief Technology Officer James Liao reported an open-market sale of 9,716 shares of common stock on February 19, 2026 at a price of $4.61 per share. Following this transaction, his directly held common stock position reported in this filing is 0 shares.

Insights

Equity ownership analyst

CTO completes open-market sale of entire reported direct stake.

Chief Technology Officer James Liao executed an open-market sale of 9,716 shares of Foxx Development Holdings Inc. common stock at $4.61 per share. The transaction is classified as a non-derivative sale rather than an option exercise or award event.

After this sale, the filing shows 0 shares of common stock held directly by Liao, indicating he fully exited the direct position reported here. The filing shows no remaining derivative securities, suggesting there are no options or similar instruments for this insider disclosed in this report.

The transaction is a straightforward open-market sale with no footnote references to trading plans or indirect entities in the provided data. Future Form 4 filings for 2026 and beyond would provide additional context on whether this sale represents a one-time move or part of a broader ownership change.

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
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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^*

Liao James

(Last) (First) (Middle)

I/C/O FOXX DEVELOPMENT INC.

15375 BARRANCA PARKWAY, SUITE C-106

(Street)

IRVINE CA 92618

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Foxx Development Holdings Inc. [ FOXX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Common Stock	02/19/2026		S		9,716	D	$4.61	0	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:

	/s/ James Liao	03/10/2026
	** 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.

FAQ

What insider transaction did FOXX Chief Technology Officer James Liao report?

James Liao reported an open-market sale of Foxx Development common stock. He sold 9,716 shares of common stock in a single non-derivative transaction, as disclosed in this Form 4 insider filing for Foxx Development Holdings Inc. (FOXX).

How many FOXX shares did James Liao sell and at what price?

James Liao sold 9,716 shares of Foxx Development Holdings Inc. common stock. The shares were sold in an open-market transaction at a reported price of $4.61 per share, according to the Form 4 transaction data.

What is James Liao’s role at Foxx Development Holdings Inc. (FOXX)?

James Liao is the Chief Technology Officer of Foxx Development Holdings Inc. The Form 4 specifies his officer status and title, indicating he serves as CTO and is not reported as a director or ten percent owner in this filing.

How many FOXX shares does James Liao hold after this Form 4 transaction?

After the reported sale, James Liao’s directly held common stock position in Foxx Development is 0 shares. The Form 4 lists total shares of common stock following the transaction as 0, indicating his direct ownership reported here has been fully sold.

Does the FOXX Form 4 show any remaining options or derivative securities for James Liao?

The Form 4 derivative summary is empty, indicating no derivative securities like options or warrants are reported for James Liao in this filing. All disclosed activity involves non-derivative common stock rather than options exercises or other derivative transactions.

Was James Liao’s FOXX stock sale part of an open-market transaction?

Yes. The transaction is coded as an open-market or private sale of non-derivative common stock. The Form 4 classifies the action with transaction code “S” and describes it as a sale in the open market or a private transaction.