Group Limited (JMG) faces extended NYSE trading halt and regulatory inquiries

Rhea-AI Filing Summary

Group Limited reports that trading in its securities remains halted on the New York Stock Exchange, even after a prior U.S. Securities and Exchange Commission order temporarily suspending trading from January 15 to January 29, 2026 expired. Both the SEC and NYSE have sent investigation inquiries requesting information, and the board formed a Special Committee of two independent directors on January 30, 2026 to oversee the Company’s responses. The Company states that its daily operations and client services are continuing normally and that it intends to file its annual report on Form 20-F by February 15, 2026 under Rule 12b-25.

Positive

• None.

Negative

• NYSE trading halt and prior SEC suspension: The Company’s securities remain halted on the NYSE following a temporary SEC trading suspension from January 15 to January 29, 2026, creating liquidity and market-access risk for shareholders.
• Regulatory investigation inquiries: Both the SEC and NYSE have sent investigation inquiries requesting information from the Company, signaling heightened regulatory attention and adding uncertainty until any outcomes are clarified.

Insights

Regulatory risk analyst

Regulatory trading halt and inquiries create uncertainty despite normal operations.

Group Limited discloses that NYSE trading in its securities remains halted after a temporary SEC trading suspension ended on January 29, 2026. Both the SEC and NYSE have sent investigation inquiries requesting information, indicating elevated regulatory scrutiny around the Company and its securities.

The board created a Special Committee of two independent directors on January 30, 2026 to oversee responses, which is a standard governance step to centralize communications with regulators. The Company states its daily operations and client services are normal and uninterrupted, suggesting business activities continue despite the market halt.

The Company also plans to file its Form 20-F annual report by February 15, 2026 under Rule 12b-25, which may provide additional disclosure once filed. Actual market impact will depend on the ultimate duration of the NYSE halt and any outcomes from the SEC and NYSE inquiries.

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number 001-42999

JM Group Limited

(Translation of registrant’s name into English)

Unit 812, 8/F, Harbour Center Tower 1,
1 Hok Cheung Street, Hung Hom, Kowloon, Hong Kong

(Address of principal executive offices)

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 ☒             Form 40-F ☐

Update on Trading Suspension and Regulatory Inquiries

Reference is made to the Report on Form 6-K furnished by JM Group Limited (the “Company”) on January 20, 2026, which disclosed that the U.S. Securities and Exchange Commission (the “SEC”) ordered a temporary suspension of trading in the securities of the Company from 4:00 AM ET on January 15, 2026, and terminating at 11:59 PM ET on January 29, 2026. Independent from the SEC order, the New York Stock Exchange (the “NYSE”) has placed a trading halt on our securities on January 15, 2026, which is available at: https://www.nyse.com/trade/trading-halts.

As of the date hereof, the trading halt placed by the NYSE has been continued at the expiration of the SEC order.

Following the suspension, the Company received investigation inquiries from the SEC and the New York Stock Exchange (the “NYSE”), respectively, requesting certain information from the Company.

On January 30, 2026, the board of directors formed a special committee (the “Special Committee”), consisted of Man Chiu Kit and Sze Wai Li, both independent directors of the Company, to oversee the response to the SEC and NYSE inquiries.

The Company remains fully committed to cooperating with the SEC, the NYSE and all relevant regulatory authorities to address any outstanding matters in a transparent and timely manner. As of the date of this report, the Company’s daily operations and client services remain normal and uninterrupted. The Company is also preparing its annual report on Form 20-F (the “Annual Report”) and intends to file the Annual Report by February 15, 2026 as provided under Rule 12b-25 of the Securities Act of 1933, as amended.

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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.

Date: February 2, 2026	JM Group Limited
	By:	/s/ Chun Kwok Stanley Ting
		Chun Kwok Stanley Ting
		Chief Executive Officer

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FAQ

What trading issues did Group Limited (JMG) disclose in this 6-K?

Group Limited disclosed that the SEC ordered a temporary suspension of trading in its securities from January 15 to January 29, 2026. Independently, the NYSE imposed a trading halt on January 15, 2026, which has continued beyond the expiration of the SEC order.

Is Group Limited (JMG) still under a trading halt on the NYSE?

Yes. Group Limited states that the NYSE trading halt placed on its securities on January 15, 2026 has continued after the SEC’s temporary trading suspension ended on January 29, 2026. The halt status is shown on the NYSE trading halts webpage.

What regulatory inquiries is Group Limited (JMG) facing?

Following the trading suspension, Group Limited received investigation inquiries from both the SEC and the NYSE. These regulators requested certain information from the Company, and a Special Committee of independent directors was formed to oversee the Company’s responses to these inquiries.

How is Group Limited (JMG) responding to the SEC and NYSE inquiries?

On January 30, 2026, the board formed a Special Committee of two independent directors to oversee responses to SEC and NYSE inquiries. The Company states it remains fully committed to cooperating with regulators and addressing outstanding matters in a transparent and timely manner.

Are Group Limited’s (JMG) operations affected by the trading halt?

Group Limited reports that, as of the date of the 6-K, its daily operations and client services remain normal and uninterrupted. This suggests the trading halt and regulatory inquiries currently affect market trading, rather than the Company’s ongoing operating activities.

When does Group Limited (JMG) plan to file its next annual report?

Group Limited is preparing its annual report on Form 20-F and intends to file it by February 15, 2026. The Company notes this timing is consistent with Rule 12b-25, and the report is expected to provide further details on its business and results.