[Form 4] abrdn Japan Equity Fund, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Clark Anthony S., a director of abrdn Japan Equity Fund, Inc. (JEQ), reported a sale of common stock on 09/03/2025 executed as a disposition in connection with the fund's tender offer. The filing shows 636 shares were tendered and disposed at a price of $8.04 per share based on a preliminary proration factor, leaving the reporting person with 364 shares beneficially owned after the transaction. The form notes the proration factor is preliminary (reported as 63.63%) and says an amended Form 4 will be filed if the final proration changes the number of shares disposed.

Positive

• Transaction disclosed transparently with specific share counts (636 disposed, 364 remaining) and price ($8.04)
• Disposal executed via issuer tender offer, reducing concerns that this was opportunistic open-market insider selling
• Filer commits to amend if final proration changes reported amounts, indicating compliance

Negative

• Director's beneficial ownership decreased to 364 shares following the transaction

Insights

Securities Analyst

TL;DR: Director participated in issuer tender offer, reducing holdings to 364 shares; transaction appears routine and disclosed properly.

The filing documents an insider disposition tied to the issuer's tender offer rather than an open-market sale, which limits interpretive concern about signaling insider disagreement with strategy. The reporting person tendered 636 shares at $8.04 per share with a preliminary proration of 63.63%, resulting in 364 shares retained. The disclosure notes the proration is preliminary and an amended Form 4 may follow, which is appropriate compliance practice. For investors, this is a non-routine corporate action (tender offer) rather than opportunistic insider selling, and it has limited standalone informational content about company fundamentals.

Corporate Governance Expert

TL;DR: Transaction is an administered tender-offer disposal by a director; disclosure and intent to amend if needed reflect proper governance process.

The Form 4 explicitly ties the disposition to the Fund's tender offer as described in the Schedule TO dated August 1, 2025. That linkage reduces concerns about undisclosed motivations for sale. The preparer included a statement about preliminary proration and committed to amend if final proration alters reported quantities, demonstrating transparency. Materiality is limited: the filing does not show a change in control, option exercise, or other governance action beyond participating in the buyback-like tender offer.

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

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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^*

Clark Anthony S.

(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)

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		636(1)	D	$8.04	364	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)
				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 Aberdeen 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 will purchase only a prorated portion of the shares properly tendered by each tendering stockholder. Based on a preliminary count reported by the Fund, the preliminary proration factor is 63.63%. If necessary, an amended Form 4 will be filed to report the number of shares actually disposed of by the reporting person in connection with the Tender Offer once the final proration factor is determined.

	/s/ Lucia Sitar by POA from Reporting Person	09/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Clark Anthony S. report on the Form 4 for JEQ?

The Form 4 reports a disposition of 636 shares on 09/03/2025 at $8.04 per share in connection with the Fund's tender offer, leaving 364 shares beneficially owned.

Was the sale an open-market transaction or tied to a corporate action?

The sale was tied to the issuer's tender offer as described in the Schedule TO filed August 1, 2025; it was not reported as an open-market trade.

What is the proration factor and does it affect reported shares?

The filing cites a preliminary proration factor of 63.63%; the reporting person said an amended Form 4 will be filed if the final proration changes the number of shares disposed.

Does this Form 4 indicate any derivative transactions or option exercises?

No. Table II for derivative securities contains no entries; the report only shows a non-derivative common stock disposition.

Who signed the Form 4 and when?

The Form 4 was signed by Lucia Sitar by POA on behalf of the reporting person on 09/05/2025.