Highway Holdings CEO acquires preferred shares at $2

Conversion rights cover 924,872 Common Shares for Series AA and 86,981,972 for Series AAA, under separate approval conditions.

Available on EDGAR 11/09/2026 - 09:13 AM EST Accepted by SEC EDGAR 11/09/2026 - 09:12 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Highway Holdings Ltd. (HIHO) Chief Executive Officer and director David E. Lazar acquired 1,750,000 Series AA Preferred Shares and 1,750,000 Series AAA Preferred Shares on November 4, 2026, at $2.00 per share for each series under a securities purchase agreement with the company. The preferred shares are perpetual and convertible at Lazar’s option for no additional consideration.

Series AA Preferred Shares are convertible into 924,872 Common Shares at the earlier of 90 days following issuance and Shareholder Approval. Series AAA Preferred Shares are convertible into 86,981,972 Common Shares only upon Shareholder Approval. For these conversions, Shareholder Approval requires shareholder approval at a special meeting and filing the related charter amendment. Lazar beneficially owns no Common Shares.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider Lazar David E.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Holding	Series AA Preferred Shares F2, F5, F3, F4	--	--	--
Holding	Series AAA Preferred Shares F2, F5, F6, F4	--	--	--
Holding	Common Shares F1	--	--	--

Holdings: Series AA Preferred Shares — 924,872 shares (Direct); Series AAA Preferred Shares — 86,981,972 shares (Direct); Common Shares — 0 shares (Direct)

Footnotes (6)

1. F1. No Common Shares are beneficially owned.
2. F2. On November 4, 2026, David E. Lazar (the "Reporting Person") and Highway Holdings Limited (the "Company"), entered into a securities purchase agreement pursuant to which the Reporting Person acquired from the Company (i) 1,750,000 shares of the Company's Series AA Preferred Stock (the "Series AA Preferred Shares") at a price of $2.00 per share and (ii) an aggregate of 1,750,000 shares of the Company's Series AAA Preferred Stock (the "Series AAA Preferred Shares", and together with the Series AA Preferred Shares, the "Preferred Shares") at a price of $2.00 per share.
3. F3. The Series AA Preferred Shares are convertible into an aggregate of 924,872 Common Shares at the earlier of (i) 90 days following the issuance of the Series AA Preferred Shares and (ii) the receipt of shareholder approval of such conversion at a special meeting of shareholders and the filing of the related amendment to the Company's charter (the "Shareholder Approval").
4. F4. The Preferred Shares are perpetual and therefore have no expiration date.
5. F5. The Preferred Shares are convertible at the option of the Reporting Person for no additional consideration.
6. F6. The Series AAA Preferred Shares are convertible into an aggregate of 86,981,972 Common Shares only upon Shareholder Approval.

Key Figures

Series AA Preferred Shares acquired: 1,750,000 shares Series AA purchase price: $2.00 per share Series AAA Preferred Shares acquired: 1,750,000 shares +4 more

7 metrics

Series AA Preferred Shares acquired 1,750,000 shares November 4, 2026

Series AA purchase price $2.00 per share November 4, 2026

Series AAA Preferred Shares acquired 1,750,000 shares November 4, 2026

Series AAA purchase price $2.00 per share November 4, 2026

Common Shares convertible from Series AA 924,872 shares At the earlier of 90 days following issuance and Shareholder Approval

Common Shares convertible from Series AAA 86,981,972 shares Only upon Shareholder Approval

Common Shares beneficially owned 0 shares As reported for David E. Lazar

Key Terms

securities purchase agreement, perpetual, convertible, Shareholder Approval

4 terms

securities purchase agreement financial

"entered into a securities purchase agreement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

perpetual financial

"The Preferred Shares are perpetual and therefore have no expiration date."

Perpetual describes a financial instrument or obligation that has no fixed end date and can continue indefinitely unless the issuer chooses to end it. For investors, that means there is no scheduled return of principal, so value depends on ongoing payments, issuer stability and market interest rates—similar to receiving rent from a property with no set sale date. Perpetual instruments often pay higher yields to compensate for that open-ended risk.

convertible financial

"The Preferred Shares are convertible at the option of the Reporting Person"

A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

Shareholder Approval regulatory

"the receipt of shareholder approval of such conversion at a special meeting"

Shareholder approval is a formal vote by a company’s owners—its shareholders—to accept or reject major corporate actions such as mergers, sale of significant assets, board member elections, or changes to the company’s governing rules. It matters to investors because it gives them direct influence over decisions that affect the company’s value and risk profile; think of it like neighbors voting on a large renovation that will change property values, where approval lets the project proceed and rejection stops it.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What preferred shares did HIHO's CEO acquire and at what price?

David E. Lazar acquired 1,750,000 Series AA Preferred Shares and 1,750,000 Series AAA Preferred Shares on November 4, 2026, at $2.00 per share for each series.

How can HIHO's preferred shares convert into common shares?

Series AA Preferred Shares are convertible into 924,872 Common Shares at the earlier of 90 days following issuance and Shareholder Approval, which requires shareholder approval at a special meeting and filing the related charter amendment. Series AAA Preferred Shares are convertible into 86,981,972 Common Shares only upon Shareholder Approval. Both series are convertible at David E. Lazar's option for no additional consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Lazar David E.

(Last) (First) (Middle)

44, TOWER 100, THE TOWERS

WINSTON CHURCHILL, PAITILLA

(Street)

PANAMA CITY PANAMA 07196

(City) (State) (Zip)

PANAMA

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2026

3. Issuer Name and Ticker or Trading Symbol
HIGHWAY HOLDINGS LTD [ HIHO ]

3a. Foreign Trading Symbol

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

4. 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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	0(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series AA Preferred Shares(2)	(3)	(4)	Common Shares	924,872	(5)	D
Series AAA Preferred Shares(2)	(6)	(4)	Common Shares	86,981,972	(5)	D

Explanation of Responses:

1. No Common Shares are beneficially owned.

2. On November 4, 2026, David E. Lazar (the "Reporting Person") and Highway Holdings Limited (the "Company"), entered into a securities purchase agreement pursuant to which the Reporting Person acquired from the Company (i) 1,750,000 shares of the Company's Series AA Preferred Stock (the "Series AA Preferred Shares") at a price of $2.00 per share and (ii) an aggregate of 1,750,000 shares of the Company's Series AAA Preferred Stock (the "Series AAA Preferred Shares", and together with the Series AA Preferred Shares, the "Preferred Shares") at a price of $2.00 per share.

3. The Series AA Preferred Shares are convertible into an aggregate of 924,872 Common Shares at the earlier of (i) 90 days following the issuance of the Series AA Preferred Shares and (ii) the receipt of shareholder approval of such conversion at a special meeting of shareholders and the filing of the related amendment to the Company's charter (the "Shareholder Approval").

4. The Preferred Shares are perpetual and therefore have no expiration date.

5. The Preferred Shares are convertible at the option of the Reporting Person for no additional consideration.

6. The Series AAA Preferred Shares are convertible into an aggregate of 86,981,972 Common Shares only upon Shareholder Approval.

	/s/ David E. Lazar	11/09/2026
	** 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 5 (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 3: SEC 1473 (03-26)