[Form 4] Eagle Capital Growth Fund, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Eagle Capital Growth Fund, Inc. (GRF) – Form 4 Insider Transaction

President & CEO and Director Luke E. Sims reported an open-market purchase of 4,500 GRF common shares on 26-Jun-2025 at an average price of $9.7313 per share (transaction code P). The total consideration is roughly $43,800.

Following the trade, Sims directly owns 290,885 shares and indirectly, through his spouse, controls an additional 11,389 shares, bringing his aggregate reported beneficial ownership to about 302,274 shares.

The filing notes that the indirect holdings are disclaimed for beneficial-ownership purposes under Section 16; nonetheless, the purchase increases the insider’s direct stake by approximately 1.6% versus his prior direct holdings (assuming 286,385 shares beforehand). No derivative securities were reported.

Because the purchase was made on the open market and not under a 10b5-1 plan, it may reflect personal conviction in GRF’s valuation. While the dollar amount is modest relative to typical institutional volumes, insider buying by the top executive is often interpreted as a confidence signal for minority shareholders.

Positive

• CEO open-market purchase indicates management confidence and aligns interests with shareholders.
• No insider sales or derivative transactions reported, reinforcing the positive sentiment.

Negative

• None.

Insights

Securities Analyst

TL;DR: CEO buys 4,500 GRF shares, modest size but positive signal of confidence.

The purchase by Luke Sims is a straightforward open-market buy, not option exercise or compensation. Although the cash outlay ($44k) is small versus GRF’s market cap, any incremental insider ownership—especially from the CEO—aligns management with shareholders and suggests a constructive view on the fund’s NAV discount trajectory. No derivatives, sales, or 10b5-1 shielding were disclosed, enhancing the credibility of the sentiment. The trade lifts Sims’ direct stake to ~291k shares, consolidating an already material position. Short-term price impact is likely muted, but the qualitative tilt is favorable.

Portfolio Manager

TL;DR: Insider buy is positive but immaterial to valuation; monitor for follow-through.

From a portfolio construction lens, the CEO’s purchase is encouraging yet not transformative. The 4,500-share addition represents <0.1% of GRF’s ~6 million share float, limiting liquidity impact. However, insider accumulation can precede larger corporate actions—such as tender offers or distribution changes—common in closed-end funds trading at discounts. While the filing alone does not alter fair-value estimates, it modestly improves the risk-reward profile, warranting continued observation for further insider activity.

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^*

SIMS LUKE E

(Last) (First) (Middle)

225 E. MASON STREET

SUITE 802

(Street)

MILWAUKEE WI 53202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EAGLE CAPITAL GROWTH FUND, INC. [ GRF ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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	06/26/2025		P		4,500	A	$9.7313	290,885	D
Common Stock								11,389	I	By Spouse(1)

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. The reporting person disclaims ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or otherwise.

	Carrie Leahy, Attorney-in-Fact by Power of Attorney	06/30/2025
	** 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

How many GRF shares did CEO Luke Sims buy on 26-Jun-2025?

He purchased 4,500 common shares at an average price of $9.7313.

What is Luke Sims' total beneficial ownership in GRF after the trade?

After the purchase, Sims holds 290,885 shares directly and 11,389 shares indirectly.

Was the GRF insider transaction executed under a Rule 10b5-1 plan?

No. The filing does not indicate the trade was made under a 10b5-1 plan.

Did the Form 4 report any derivative securities for GRF?

No derivative securities were acquired or disposed of in this filing.

What is the significance of an insider purchase for GRF investors?

Insider buying, especially by the CEO, is often viewed as a bullish indicator suggesting confidence in the company’s outlook.