JX Luxventure (JXG) CEO converts $6.27M insider loans into stock

Rhea-AI Filing Summary

JX Luxventure Group Inc. director and CEO Sun Lei recorded a restructuring transaction involving company debt and equity. Sun Lei received 2,100,000 shares of common stock at $2.986 per share in exchange for cancelling $6,270,600 of loans previously made to the company. This converts part of the company’s outstanding loan balance owed to Sun Lei into equity rather than cash repayment. After this transaction, Sun Lei directly holds 2,595,123 common shares, aligning a larger portion of the executive’s position with the company’s stock performance.

Insights

Equity & capital structure analyst

Insider converts $6.27M of debt into equity, reshaping leverage and ownership.

The filing shows Sun Lei exchanging loans of $6,270,600 for 2,100,000 common shares at $2.986 per share. This shifts part of the company’s obligations from debt to equity, which can reduce required future cash repayments.

Because the counterparty is the CEO, interim CFO, Co-Chair and a ten-percent owner, the move increases insider equity exposure while retiring a portion of insider-held loans. Post-transaction holdings of 2,595,123 shares indicate a sizable direct stake tied to share performance.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sun Lei

Role CEO, Interim CFO, Co-Chair

Type	Security	Shares	Price	Value
Other	Common Stock	2,100,000	$2.986	$6.27M

Holdings After Transaction: Common Stock — 2,595,123 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares received: 2,100,000 shares Implied share price: $2.986 per share Debt cancelled: $6,270,600 +2 more

5 metrics

Shares received 2,100,000 shares Common stock issued to Sun Lei in restructuring transaction

Implied share price $2.986 per share Price reported for the 2,100,000 common shares exchanged

Debt cancelled $6,270,600 Portion of loans from Sun Lei cancelled in exchange for shares

Post-transaction holdings 2,595,123 shares Sun Lei’s direct common stock position after the transaction

Transaction code J Classified as Other acquisition or disposition on Form 4

Key Terms

Other acquisition or disposition, restructuring, loans made by the Reporting Person, common stock

4 terms

Other acquisition or disposition financial

"transaction code description: "Other acquisition or disposition""

restructuring financial

"transactionSummary shows a restructuringCount and restructuringShares"

Restructuring is a deliberate rearrangement of a company’s operations, finances, or ownership—like reorganizing a cluttered house to run more efficiently—often involving cost cuts, asset sales, debt changes, or staff moves. Investors pay attention because restructuring can improve profitability and free up cash, but it can also signal distress, incur one-time costs, or dilute shareholder value; its success affects future earnings and stock performance.

loans made by the Reporting Person financial

"footnote describes loans made by the Reporting Person to the Company"

common stock financial

"The Reporting Person acquired 2,100,000 shares of the Issuer's common stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Sun Lei

(Last) (First) (Middle)

BIN HAI DA DAO NO. 270, LANG QIN WAN GUO

JI DU JIA CUN ZONG HE LOU, XIU YING DIST

(Street)

HAIKOU CITY HAINAN PROVINCE 570100

(City) (State) (Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
JX Luxventure Group Inc. [ JXG ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, Interim CFO, Co-Chair

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/10/2026		J(1)		2,100,000	A	$2.986	2,595,123	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 Reporting Person acquired 2,100,000 shares of the Issuer's common stock in exchange for cancellation of $6,270,600, representing a portion of the total outstanding amount due of the loans made by the Reporting Person to the Company.

	/s/ Sun Lei	04/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Sun Lei report in this JXG Form 4 filing?

Sun Lei reported an internal restructuring transaction, exchanging debt for equity. He received 2,100,000 JX Luxventure Group common shares at $2.986 per share in return for cancelling $6,270,600 of loans he previously made to the company, increasing his direct shareholdings.

How many JX Luxventure (JXG) shares did Sun Lei hold after the transaction?

After the transaction, Sun Lei directly held 2,595,123 shares of JX Luxventure common stock. This reflects his position following the exchange of $6,270,600 of company debt for 2,100,000 new shares, as disclosed in the Form 4 insider ownership table.

What was exchanged for the 2,100,000 JXG shares in this Form 4?

The 2,100,000 shares were issued to Sun Lei in exchange for cancelling $6,270,600 of outstanding loans he had made to JX Luxventure Group. This converts part of the company’s debt obligations to him into equity rather than cash repayment obligations.

What transaction code did JX Luxventure (JXG) use for this insider event?

The transaction used code “J,” described as an “Other acquisition or disposition.” This indicates a non-standard, non-market transaction. In this case, it reflects a debt-for-equity exchange where insider loans were cancelled in return for newly issued common shares.

Was this JX Luxventure Form 4 a market buy or sell of JXG shares?

No, it was not an open-market buy or sell. The filing classifies the event under code “J,” an other acquisition or disposition. Sun Lei exchanged $6,270,600 of loans owed by the company for 2,100,000 common shares at $2.986 per share in a restructuring step.

How is the price of the JXG insider transaction described in the filing?

The filing reports a transaction price of $2.986 per share for the 2,100,000 common shares. That price is implied by exchanging $6,270,600 of insider loans for stock and provides a reference valuation for this specific debt-for-equity conversion arrangement with Sun Lei.