Abrdn Japan Equity Fund director amends Form 4; proration 63.61% noted

Rhea-AI Filing Summary

Bill Maher, a director of Abrdn Japan Equity Fund, Inc. (JEQ), amended a Form 4 to report share disposals made through the fund's issuer tender offer. On 09/03/2025 the reporting person (and related parties) disposed of shares at $8.04 per share as part of the tender offer. The filings state the fund purchased only a prorated portion of tendered shares using a final proration factor of 63.61%. The amendment corrects the previously reported post-transaction beneficial ownership down to 1,249.4984 shares and clarifies which holdings are direct or indirect (including holdings by spouse and the Maher/Goldhammer Revocable Trust). The amendment was signed by a power of attorney on 10/10/2025.

Positive

• Amendment corrected the previously misstated post-transaction beneficial ownership to 1,249.4984 shares
• Disclosure of proration (63.61%) explains why only a portion of tendered shares were purchased

Negative

• Reported disposals of shares (total disposed: 2,182 shares tendered before proration) reduced insider holdings
• Original Form 4 contained administrative errors requiring an amendment

Insights

Corporate Governance Analyst

Insider sold shares through a prorated tender offer; amendment fixes reporting details.

The transactions were disposals at $8.04 per share on 09/03/2025 under the issuer's tender offer, which used a final proration factor of 63.61%. The reported sales reduced holdings and were allocated across direct and indirect ownership vehicles, including a spouse and a revocable trust.

Key governance notes are the corrected post-transaction total of 1,249.4984 shares and that the Form 4 was amended to fix administrative errors. Monitor any further amendments or Schedule TO updates for changes to proration or tender terms over the short term.

Securities Compliance Specialist

Form 4 amendment addresses accuracy and proper disclosure of indirect ownership.

The amendment restates the original filing to change the reported post-transaction beneficial ownership from 1,348.4984 to 1,249.4984 and to correct ownership form labeling. This aligns the record with Section 16 disclosure rules and reduces risk of inadvertent misreporting.

From a compliance view, the presence of a POA signature on 10/10/2025 is notable; investors should expect timely, corrected filings when administrative errors are discovered.

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).

1. Name and Address of Reporting Person^*

Maher Bill

(Last) (First) (Middle)

C/O ABRDN

1900 MARKET STREET, SUITE 200

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ABRDN JAPAN EQUITY FUND, INC. [ JEQ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/05/2025

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	09/03/2025		D		514(1)	D	$8.04	295(2)	I(2)	By spouse
Common Stock	09/03/2025		D		1,032(1)	D	$8.04	590.4984(2)	I(2)	By Self as Owner of Maher/Goldhammer Revocable Trust
Common Stock	09/03/2025		D		636(1)	D	$8.04	364(2)	D(2)

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 amount reported represents the estimated number of shares tendered to the abrdn Japan Equity Fund, Inc. (the "Fund") in connection with the issuer tender offer by the Fund pursuant to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on August 1, 2025 (the "Tender Offer"). The Fund purchased only a prorated portion of the shares properly tendered by each tendering stockholder. The final proration factor for the Tender Offer is 63.61%.

2. This Form 4 amends and restates in its entirety the Form 4 filed on 9/05/2025, to reflect that the total amount of securities beneficially owned following the reported transactions should have been 1,249.4984, rather than 1,348.4984, and to correct disclosure with respect to the ownership form of the securities and the nature of direct and indirect beneficial ownership. This amendment corrects an administrative error.

	/s/ Lucia Sitar, by POA from Reporting Person	10/10/2025
	** 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

What did Bill Maher report on the amended Form 4 for JEQ?

The amended Form 4 reports disposals on 09/03/2025 executed at $8.04 per share via the fund's tender offer and corrects the post-transaction beneficial ownership to 1,249.4984 shares.

How many shares were affected and how was the tender processed?

The filing shows shares tendered that were subject to proration; the final proration factor was 63.61%, so only a prorated portion of tendered shares were purchased.

Why was the Form 4 amended?

The amendment corrects an administrative error: the previously reported total ownership and the characterization of direct versus indirect ownership were incorrect and were restated.

Who holds the remaining beneficial ownership reported?

Post-transaction ownership is held both indirectly (including by spouse and the Maher/Goldhammer Revocable Trust) and directly, totaling 1,249.4984 shares.

When was the amendment signed?

The amended Form 4 was signed by power of attorney on 10/10/2025.