STOCK TITAN

HWH International (HWH) CEO Chan Heng Fai receives 1.48M-share stock award

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Chan Heng Fai Ambrose reported acquisition or exercise transactions in this Form 4 filing.

HWH International Inc. reported that its Chairman and Chief Executive Officer, Chan Heng Fai, received a grant of 1,480,000 shares of common stock on August 7, 2026. The shares were awarded as compensation for services under the company’s 2025 Incentive Compensation Plan, as amended, and are subject to a 12‑month lockup from the date of issuance.

Following this award, Mr. Chan owns 2,482,600 shares of HWH International Inc. common stock personally. A related entity, Alset Inc., which is chaired and controlled by Mr. Chan, beneficially owns 5,581,719 additional shares of HWH International Inc. common stock through direct and indirect holdings, including warrants exercisable into 47,375 shares.

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Insider Chan Heng Fai Ambrose
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Common Stock F1, F2 1,480,000 -- --
Holdings After Transaction: Common Stock — 2,482,600 shares (Direct)
Footnotes (2)
  1. F1. On August 7, 2026, the Board of Directors of HWH International Inc. (the "Company") awarded the Company's Chairman and Chief Executive Officer Chan Heng Fai 1,480,000 shares of the Company's common stock (the "Shares"). The Shares were granted to Mr. Chan as compensation for services rendered to the Company pursuant to the Company's 2025 Incentive Compensation Plan, as amended. The Shares are subject to a lockup for twelve months from the date of issuance.
  2. F2. The Chairman, Chief Executive Officer and majority stockholder of Alset Inc., Chan Heng Fai, may also be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. Alset Inc. beneficially owns 5,581,719 shares of the Issuer's common stock, including 2,787,590 shares owned directly, 2,211,279 shares owned indirectly through its majority owned subsidiary Alset International Limited, and 535,475 shares and warrants exercisable into 47,375 shares owned indirectly through another majority owned subsidiary of Alset Inc., Alset Acquisition Sponsor, LLC. Mr. Chan owns 2,482,600 shares of the Issuer's common stock personally.
Shares granted 1,480,000 shares Common stock awarded to CEO Chan Heng Fai on August 7, 2026 as compensation
Personal holdings after grant 2,482,600 shares HWH common shares owned personally by Chan Heng Fai following the reported award
Alset Inc. beneficial holdings 5,581,719 shares HWH common shares beneficially owned by Alset Inc. through direct and indirect holdings
Warrants held via subsidiary 47,375 shares Warrants exercisable into HWH common stock held through Alset Acquisition Sponsor, LLC
Lockup period 12 months Lockup duration from the issuance date for the 1,480,000 granted shares
2025 Incentive Compensation Plan financial
"granted to Mr. Chan as compensation for services rendered pursuant to the Company's 2025 Incentive Compensation Plan"
beneficial ownership financial
"may also be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
lockup financial
"The Shares are subject to a lockup for twelve months from the date of issuance."
A lockup is a contractual restriction that prevents company insiders, early investors, and employees from selling their shares for a fixed period after a public offering or other share issuance. It matters to investors because when that period ends, a sudden increase in available shares can push the stock price down or change trading liquidity; think of it like many homeowners being allowed to list their homes for sale all at once after a temporary sales ban is lifted.
warrants financial
"535,475 shares and warrants exercisable into 47,375 shares owned indirectly through another majority owned subsidiary"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

FAQ

What did HWH (HWH International Inc.) disclose about Chan Heng Fai’s new share grant?

HWH International Inc. disclosed that CEO Chan Heng Fai was granted 1,480,000 shares of common stock on August 7, 2026 as compensation for services under the 2025 Incentive Compensation Plan, and these shares are subject to a 12‑month lockup.

How many HWH shares does CEO Chan Heng Fai own personally after this Form 4 transaction?

After the reported grant, CEO Chan Heng Fai owns 2,482,600 shares of HWH International Inc. common stock personally, as stated in the filing footnote referencing his post‑transaction holdings.

What is the lockup period for the 1,480,000 HWH shares granted to Chan Heng Fai?

The 1,480,000 shares of HWH common stock granted to Chan Heng Fai are subject to a lockup for twelve months from the date of issuance, limiting his ability to sell or otherwise transfer these shares during that period.

How many HWH shares are beneficially owned by Alset Inc. as noted in the Form 4?

Alset Inc. beneficially owns 5,581,719 shares of HWH International Inc. common stock, including direct, indirect subsidiary holdings and warrants exercisable into 47,375 shares, and Chan Heng Fai may be deemed to share beneficial ownership of these holdings.

How are Alset Inc.’s HWH holdings structured according to the filing for HWH?

Alset Inc.’s 5,581,719 HWH shares include 2,787,590 shares owned directly, 2,211,279 shares owned through Alset International Limited, and 535,475 shares plus warrants for 47,375 shares owned through Alset Acquisition Sponsor, LLC.

Was the HWH share grant to Chan Heng Fai reported as a market purchase or a compensation award?

The 1,480,000 HWH shares were reported as a grant/award acquisition (transaction code A), granted as compensation for services under the company’s 2025 Incentive Compensation Plan, not as an open‑market purchase.

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SEC Form 4
FORM 4UNITED 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*
Chan Heng Fai Ambrose

(Last)(First)(Middle)
9 TEMASEK BOULEVARD #16-04
SUNTEC TOWER TWO

(Street)
SINGAPORE038989

(City)(State)(Zip)

SINGAPORE

(Country)
2. Issuer Name and Ticker or Trading Symbol
HWH International Inc. [ HWH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/07/2026A1,480,000A(1)2,482,600(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On August 7, 2026, the Board of Directors of HWH International Inc. (the "Company") awarded the Company's Chairman and Chief Executive Officer Chan Heng Fai 1,480,000 shares of the Company's common stock (the "Shares"). The Shares were granted to Mr. Chan as compensation for services rendered to the Company pursuant to the Company's 2025 Incentive Compensation Plan, as amended. The Shares are subject to a lockup for twelve months from the date of issuance.
2. The Chairman, Chief Executive Officer and majority stockholder of Alset Inc., Chan Heng Fai, may also be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. Alset Inc. beneficially owns 5,581,719 shares of the Issuer's common stock, including 2,787,590 shares owned directly, 2,211,279 shares owned indirectly through its majority owned subsidiary Alset International Limited, and 535,475 shares and warrants exercisable into 47,375 shares owned indirectly through another majority owned subsidiary of Alset Inc., Alset Acquisition Sponsor, LLC. Mr. Chan owns 2,482,600 shares of the Issuer's common stock personally.
/s/ Chan Heng Fai Ambrose08/11/2026
** Signature of Reporting PersonDate
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)