TGE launches US$10M buyback and insider lock-up

AMTD Digital Inc.’s subsidiary The Generation Essentials Group (TGE) has launched a share repurchase program authorizing buybacks of up to US$10 million of its ordinary shares.

Rhea-AI Filing Summary

AMTD Digital Inc.’s subsidiary The Generation Essentials Group (TGE) has launched a share repurchase program authorizing buybacks of up to US$10 million of its ordinary shares. Repurchases may occur in open-market, block, or privately negotiated transactions under applicable regulations.

Following several hotel acquisitions, TGE’s total asset value is about US$1.7 billion, a 17.7% increase over audited assets as of December 31, 2025, and net assets are expected to be roughly US$971 million, up 15.8%. TGE’s board views the shares as drastically undervalued and aims for the program to support shareholder value.

Concurrently, controlling shareholder AMTD Digital Inc., along with TGE directors and management, has voluntarily agreed not to sell any TGE shares for two years from this announcement, signaling a long-term commitment to the business.

Insights

Equity capital markets analyst

TGE adds a modest buyback and insider lock-up to support its share price.

The Generation Essentials Group authorized a share repurchase program of up to US$10 million, to be executed under SEC Rule 10b-18 and/or Rule 10b5-1. Repurchases will be funded from existing cash, indicating capacity for capital returns alongside growth investments.

Management highlights that total assets reached about US$1.7 billion and net assets around US$971 million, rising 17.7% and 15.8% respectively versus the audited figures as of December 31, 2025. The board states that the current share price trades at a significant discount to these asset measures.

The voluntary two-year lock-up by AMTD Digital Inc., directors, and management removes potential insider selling pressure for that period and aligns them with longer-term performance. Actual market impact will depend on how much of the US$10 million repurchase authorization is used and over what timeframe.

Key Figures

Share repurchase authorization: US$10 million Total asset value: US$1.7 billion Total asset growth: 17.7% +3 more

6 metrics

Share repurchase authorization US$10 million Maximum amount of TGE ordinary shares to be repurchased

Total asset value US$1.7 billion TGE total assets after hotel acquisitions; 17.7% above Dec. 31, 2025 audited level

Total asset growth 17.7% Increase in TGE total asset value versus audited Dec. 31, 2025 figure

Net assets US$971 million Expected TGE net assets, 15.8% above audited year-end net asset value

Net asset growth 15.8% Increase in TGE net assets versus audited Dec. 31, 2025 level

Lock-up duration Two years Period during which AMTD Digital, directors, and management won’t sell TGE shares

Key Terms

share repurchase program, Rule 10b-18, Rule 10b5-1, voluntary lock-up, +2 more

6 terms

share repurchase program financial

"TGE’s Board of Directors has approved a share repurchase program under which TGE may repurchase up to US$10 million"

A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.

Rule 10b-18 regulatory

"The timing and dollar amount of repurchase transactions will be subject to the Securities and Exchange Commission Rule 10b-18"

Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.

Rule 10b5-1 regulatory

"The timing and dollar amount of repurchase transactions will be subject to the Securities and Exchange Commission Rule 10b-18 and/or Rule 10b5-1 requirements"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

voluntary lock-up financial

"controlling shareholder, AMTD Digital Inc., directors, and management team have voluntarily agreed not to sell any of their TGE shares for two years"

A voluntary lock-up is an agreement where existing shareholders choose not to sell their shares for a set period after a public offering or major financing. It matters to investors because it temporarily limits how many shares can hit the market, which can help stabilize the stock price and signal confidence from insiders—like neighbors agreeing not to sell houses at once so the local market doesn’t suddenly flood with supply.

special purpose acquisition company (SPAC) financial

"TGE is a special purpose acquisition company (SPAC) sponsor manager, with its first SPAC successfully raised and priced on December 18, 2025"

A special purpose acquisition company (SPAC) is a company formed solely to raise money from public investors with the goal of merging with or buying a private business so that the private firm becomes publicly traded. Think of it like a pooled investment that gives investors a ticket to an untargeted future deal — it can offer faster access to high-growth companies but also means investors are relying on the SPAC’s managers to find a good deal and face risks if the target underperforms or no deal occurs.

forward-looking statements regulatory

"This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

What did AMTD Digital Inc. (HKD) disclose about The Generation Essentials Group in this 6-K?

AMTD Digital disclosed that its subsidiary, The Generation Essentials Group, approved a share repurchase program of up to US$10 million and announced a two-year voluntary lock-up on TGE shares held by AMTD Digital, directors, and management.

How large is The Generation Essentials Group’s new share repurchase program?

The Generation Essentials Group’s board approved a share repurchase program allowing buybacks of up to US$10 million of its ordinary shares. Repurchases may occur in the open market, block trades, or privately negotiated deals, executed under SEC Rule 10b-18 and/or Rule 10b5-1.

What recent asset growth did The Generation Essentials Group report in AMTD Digital’s 6-K?

After several hotel acquisitions, The Generation Essentials Group reports total asset value of about US$1.7 billion, a 17.7% increase over audited assets as of December 31, 2025. Net assets are expected to be about US$971 million, up 15.8% versus audited year-end net assets.

What is the voluntary lock-up commitment related to The Generation Essentials Group shares?

AMTD Digital Inc., together with TGE’s directors and management, has voluntarily agreed not to sell any TGE shares for two years from the announcement date. This lock-up is presented as reinforcing their long-term commitment and confidence in The Generation Essentials Group.

How does The Generation Essentials Group plan to finance its US$10 million share repurchase program?

The Generation Essentials Group expects to fund its share repurchase program from existing cash balances. The board believes the shares are drastically undervalued, with current prices at a significant discount to net asset and total asset values per share, supporting the rationale for buybacks.

Why does The Generation Essentials Group’s board believe its shares are undervalued?

The board cites that TGE’s shares trade at a significant discount to net asset value and total asset value per share. With total assets around US$1.7 billion and net assets about US$971 million, the board characterizes the shares as drastically undervalued and supports repurchases to enhance shareholder value.

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

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Accepted by SEC EDGAR 06/18/2026 - 08:29 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number: 001-40463

AMTD Digital Inc.

(Translation of registrant’s name into English)

66 rue Jean-Jacques Rousseau

75001 Paris

France

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x      Form 40-F o

EXPLANATORY NOTE

Our subsidiary, The Generation Essentials Group, made certain announcement on June 17, 2026, a copy of which is attached as exhibit 99.1 to this current report on Form 6-K.

1

EXHIBIT INDEX

Exhibit No.		Description
99.1		TGE Announces Share Repurchase Program and Voluntary Lock-Up by Controlling Shareholder

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMTD Digital Inc.
	By:	/s/ Feridun Hamdullahpur
	Name:	Dr. Feridun Hamdullahpur
	Title:	Director

Date: June 18, 2026

3

Exhibit 99.1

TGE Announces Share Repurchase Program and Voluntary Lock-Up by Controlling Shareholder

NEW YORK & LONDON -- The Generation Essentials Group (“TGE”) (NYSE: TGE; LSE: TGE), a subsidiary of AMTD Digital Inc. (NYSE: HKD), announces that TGE’s Board of Directors has approved a share repurchase program under which TGE may repurchase up to US$10 million of its ordinary shares.

TGE’s proposed repurchases may be made from time to time in the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations. The timing and dollar amount of repurchase transactions will be subject to the Securities and Exchange Commission Rule 10b-18 and/or Rule 10b5-1 requirements. TGE’s board of directors may review the share repurchase program periodically and may authorize adjustment of its terms and size. TGE expects to fund the repurchases out of its existing cash balance.

Upon completion of several hotel acquisitions, TGE’s total asset value of approximately US$1.7 billion, represent a 17.7% increase over the audited total asset value as of December 31, 2025. Its net assets are expected to approximate US$971 million, a 15.8% increase over the audited year-end net asset value. 

The Board believes that TGE’s shares are drastically undervalued, given that current share prices are trading at a significant discount relative to net asset and total asset values per share.

The new share repurchase program is intended to enhance shareholder value and demonstrate the Board’s confidence in TGE’s long-term prospects, asset strengths, and robust capital position.

Concurrently, TGE announced that its controlling shareholder, AMTD Digital Inc., directors, and management team have voluntarily agreed not to sell any of their TGE shares for two years from the date of this announcement, further reinforcing their long-term commitment to and confidence in TGE.

About AMTD Group

AMTD Group is a conglomerate with a core business portfolio spanning across media and entertainment, education and training, and premium assets and hospitality sectors.

About AMTD IDEA Group

AMTD IDEA Group (NYSE: AMTD; SGX: HKB) represents a diversified institution and digital solutions conglomerate group, connecting companies and investors with global markets. Its comprehensive one-stop business services plus digital solutions platform addresses different clients’ diverse and inter-connected business needs and digital requirements across all phases of their life cycles. AMTD IDEA Group is uniquely positioned as an active super connector between clients, business partners, investee companies, and investors, connecting the East and the West. For more information, please visit www.amtdinc.com or follow us on X (formerly known as “Twitter”) at @AMTDGroup.

About AMTD Digital Inc.

AMTD Digital Inc. (NYSE: HKD) is a comprehensive digital solutions platform headquartered in France. Its one-stop digital solutions platform operates key business lines including digital media, content and marketing services, investments as well as hospitality and VIP services. For AMTD Digital’s announcements, please visit https://ir.amtdigital.net/investor-news.

About The Generation Essentials Group

The Generation Essentials Group (NYSE: TGE; LSE: TGE), jointly established by AMTD Group, AMTD IDEA Group (NYSE: AMTD; SGX: HKB) and AMTD Digital Inc. (NYSE: HKD), is headquartered in France and focuses on global strategies and developments in multi-media, entertainment, and cultural affairs worldwide as well as hospitality and VIP services. TGE comprises L’Officiel, The Art Newspaper, movie and entertainment projects. Collectively, TGE is a diversified portfolio of media and entertainment businesses, and a global portfolio of premium properties. Also, TGE is a special purpose acquisition company (SPAC) sponsor manager, with its first SPAC successfully raised and priced on December 18, 2025.

Safe Harbor Statement

This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor”provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,”“anticipates,” “aims,” “future,” “intends,” “plans,” “believes,”“estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about the beliefs, plans, and expectations of AMTD IDEA Group, AMTD Digital and/or The Generation Essentials Group, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the filings of AMTD IDEA Group, AMTD Digital and The Generation Essentials Group with the SEC. All information provided in this press release is as of the date of this press release, and none of AMTD IDEA Group, AMTD Digital and The Generation Essentials Group undertakes any obligation to update any forward-looking statement, except as required under applicable law.

For more information, please contact:

For AMTD IDEA Group:

IR Office

AMTD IDEA Group

EMAIL: ir@amtdinc.com

For AMTD Digital Inc.:

IR Office

AMTD Digital Inc.

EMAIL: ir@amtdigital.net

For The Generation Essentials Group:

IR Office

The Generation Essentials Group

EMAIL: ir@tge.media

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 TGE ANNOUNCES SHARE REPURCHASE PROGRAM AND VOLUNTARY LOCK-UP BY CONTROLLING SHAR 13.9 KB