Foxx Development Holdings (FOXX) EVP RSUs vest, shares withheld for tax

Rhea-AI Filing Summary

Foxx Development Holdings Inc. director and Executive Vice President Cui Haitao reported a routine tax-withholding transaction related to restricted stock units. On the vesting and settlement of RSUs, 1,945 shares of common stock were withheld at $4.76 per share to cover tax obligations, and no shares were sold on the open market.

Following this withholding, Cui directly holds 131,362 shares of common stock, consisting of 42,947 shares and 88,415 unvested RSUs from an initial grant of 141,463 RSUs made on November 5, 2024. The remaining unvested RSUs continue to vest in equal 1/16th installments on each quarterly anniversary of the grant date, subject to continuous service.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cui Haitao

Role Executive Vice President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,945	$4.76	$9K

Holdings After Transaction: Common Stock — 131,362 shares (Direct, null)

Footnotes (1)

1. Represents 42,947 shares of common stock and 88,415 unvested restricted stock units ("RSUs") from an initial grant of 141,463 RSUs made on November 5, 2024. The remaining unvested RSUs will continue to vest at a rate of 1/16th of the original grant amount on the quarterly anniversary date of the grant date provided the reporting person remains in continuous service on each vesting date. Reflects shares of common stock of Foxx Development Holdings Inc. withheld to satisfy the Reporting Person's tax withholding obligation upon vesting and settlement of RSUs. No shares were sold.

Key Figures

Tax-withheld shares: 1,945 shares Withholding share value: $4.76 per share Post-transaction holdings: 131,362 shares +4 more

7 metrics

Tax-withheld shares 1,945 shares Common stock withheld to satisfy tax on RSU vesting

Withholding share value $4.76 per share Value per share for tax-withholding disposition

Post-transaction holdings 131,362 shares Total shares following tax-withholding transaction

Common stock held 42,947 shares Portion of total holdings in common stock after event

Unvested RSUs 88,415 RSUs Unvested restricted stock units remaining from initial grant

Initial RSU grant 141,463 RSUs Grant made on November 5, 2024

Vesting rate 1/16 per quarter RSUs vest each quarterly anniversary of November 5, 2024

Key Terms

restricted stock units ("RSUs"), tax withholding obligation, vesting and settlement, quarterly anniversary date, +1 more

5 terms

restricted stock units ("RSUs") financial

"Represents 42,947 shares of common stock and 88,415 unvested restricted stock units ("RSUs") from an initial grant..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax withholding obligation financial

"withheld to satisfy the Reporting Person's tax withholding obligation upon vesting and settlement of RSUs"

vesting and settlement financial

"withheld to satisfy the Reporting Person's tax withholding obligation upon vesting and settlement of RSUs"

quarterly anniversary date financial

"will continue to vest at a rate of 1/16th of the original grant amount on the quarterly anniversary date of the grant date"

continuous service financial

"provided the reporting person remains in continuous service on each vesting date"

Form 4 Insider Transactions: What Each Field Means →

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^*

Cui Haitao

(Last) (First) (Middle)

I/C/O FOXX DEVELOPMENT INC.

15375 BARRANCA PARKWAY, SUITE C-106

(Street)

IRVINE CALIFORNIA 92618

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

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

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
Common Stock	05/05/2026		F		1,945(2)	D	$4.76	131,362(1)	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. Represents 42,947 shares of common stock and 88,415 unvested restricted stock units ("RSUs") from an initial grant of 141,463 RSUs made on November 5, 2024. The remaining unvested RSUs will continue to vest at a rate of 1/16th of the original grant amount on the quarterly anniversary date of the grant date provided the reporting person remains in continuous service on each vesting date.

2. Reflects shares of common stock of Foxx Development Holdings Inc. withheld to satisfy the Reporting Person's tax withholding obligation upon vesting and settlement of RSUs. No shares were sold.

	/s/ Haitao Cui	05/07/2026
	** 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)

FAQ

What insider transaction did FOXX disclose for Cui Haitao on this Form 4?

The Form 4 shows Cui Haitao had shares withheld to cover taxes on vested RSUs. It reports a tax-withholding disposition, not an open-market trade, and confirms his updated common stock and RSU holdings after the vesting event.

How many FOXX shares were withheld for taxes and at what price?

Foxx Development Holdings Inc. withheld 1,945 common shares from Cui Haitao to satisfy tax obligations. The shares were valued at $4.76 per share, reflecting a standard mechanism for covering taxes when restricted stock units vest and settle in stock.

How many FOXX shares and RSUs does Cui Haitao hold after this transaction?

After the transaction, Cui Haitao holds 131,362 shares in total. This consists of 42,947 shares of common stock and 88,415 unvested restricted stock units from an original 141,463 RSU grant made on November 5, 2024, according to the filing footnotes.

Was there an open-market sale of FOXX stock by Cui Haitao?

No, the filing states that no shares were sold. The common shares were withheld by Foxx Development Holdings Inc. solely to satisfy Cui Haitao’s tax withholding obligation upon vesting and settlement of RSUs, which is a non-market, administrative disposition.

How do Cui Haitao’s FOXX RSUs vest over time after this grant?

The RSUs from the November 5, 2024 grant vest in 16 equal installments. The remaining unvested RSUs continue to vest at a rate of one-sixteenth of the original grant amount on each quarterly anniversary, contingent on Cui’s continuous service at each vesting date.

Does this FOXX Form 4 suggest a change in insider sentiment?

The transaction reflects routine tax withholding for RSU vesting rather than a voluntary sale. Such F-code dispositions are standard administrative events and generally provide limited insight into an insider’s market view, since no open-market buying or selling occurred.