Form 4: ABRDN Japan Equity Fund director reports 1,090-share sale via tender offer

Rhea-AI Filing Summary

Ajmera Radhika, a director of ABRDN Japan Equity Fund, Inc. (JEQ), reported a disposition of 1,090 shares of JEQ on 09/03/2025 at a price of $8.04 per share. The sale was made in connection with the Fund's issuer tender offer described in the Schedule TO filed August 1, 2025, and the reporting person notes the Fund will purchase a prorated portion of tendered shares. A preliminary proration factor of 63.63% is reported and the form states an amended Form 4 will be filed if needed to reflect the final proration. Following the reported transaction the filing shows 623.8527 shares beneficially owned, held directly. The Form 4 was signed by Lucia Sitar as POA on 09/05/2025.

Positive

• Transaction executed via issuer tender offer, reducing likelihood the sale reflects undisclosed private information
• Filing discloses preliminary proration factor (63.63%) and commits to amend if final proration changes, supporting transparency
• Timely disclosure filed and signed by POA within two days of the transaction date

Negative

• None.

Insights

Securities Analyst

TL;DR: Director sold 1,090 JEQ shares via the issuer's tender offer; transaction appears procedural and subject to proration.

The transaction is a direct disposition executed under the issuer's tender offer rather than an open-market trade, which reduces the risk that the sale signals private negative information. The reported preliminary proration factor of 63.63% means the Fund will only purchase a prorated portion of tendered shares; the filer may therefore tender more shares than were ultimately purchased. The filing explicitly states an amended Form 4 will be filed if the final proration differs, which preserves disclosure accuracy. Ownership post-transaction is reported as 623.8527 shares directly held.

Corporate Governance Expert

TL;DR: Insider disposal was executed through a corporate tender offer; disclosure is timely and includes proration caveat.

This Form 4 documents a routine compliance disclosure for a director participating in an issuer-sponsored tender offer. The filing identifies the transaction date, price ($8.04), and the preliminary proration factor (63.63%), and it notes a possible amendment to reconcile final share quantities. The signature by a power of attorney on 09/05/2025 fulfills the filing execution requirement. There are no other governance actions or departures disclosed.

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^*

Ajmera Radhika

(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		1,090(1)	D	$8.04	623.8527	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.
* 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.
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FAQ

What did Ajmera Radhika report on Form 4 for JEQ?

The filing reports a disposition of 1,090 shares of JEQ on 09/03/2025 at $8.04 per share in connection with the Fund's tender offer.

Why were the JEQ shares sold on the Form 4?

The sale was made in connection with the issuer tender offer referenced in the Schedule TO filed August 1, 2025; the Fund will purchase a prorated portion of tendered shares.

What proration factor is mentioned in the Form 4?

A preliminary proration factor of 63.63% is reported and the filer states an amended Form 4 will be filed if necessary when the final proration is determined.

How many JEQ shares does the reporting person own after the reported transaction?

The Form 4 reports 623.8527 shares beneficially owned following the reported transaction, held directly.

Who signed the Form 4 and when?

The form was signed by Lucia Sitar as power of attorney for the reporting person on 09/05/2025.