Marwynn (MWYN) Form 4 shows major insider sale, stake under 10%

Rhea-AI Filing Summary

Marwynn Holdings, Inc. (MWYN)1,777,230 MWYN shares of common stock on 11/19/2025 at a price of $0.51 per share, coded as an "S" sale transaction. Following this transaction, the reporting person shows 0 shares held indirectly through a spouse, while Yin Yan directly holds 5,993,255 shares of common stock. The relationship section notes roles as Director, Chairman and CEO, and former 10% Owner, with a post-transaction status indicated as "Under 10% after transaction." The filing explains that Ms. Yan and Mr. Wang, who are married, executed this transaction through private sales and have undertaken to provide full details of share counts and prices upon request to SEC staff, the company, or its security holders.

Positive

• None.

Negative

• A large insider disposition of 1,777,230 MWYN common shares at $0.51 per share moved at least one reporting person from 10% owner status to under 10% after the transaction.

Insights

Equity ownership and governance analyst

Large insider sale moves a reporting holder below 10% ownership in MWYN.

The Form 4 for Marwynn Holdings, Inc. (MWYN) reports a sale of 1,777,230 common shares at $0.51 on 11/19/2025, marked as an "S" sale and executed through private sales. After this transaction, the form shows 0 shares held indirectly by the reporting person through a spouse, while Yin Yan directly holds 5,993,255 shares of common stock.

The relationship boxes indicate roles as Director, Chairman and CEO, and 10% Owner, with a separate notation stating "Under 10% after transaction." That combination signals a meaningful change in reported beneficial ownership status for at least one reporting person. Because this is a private sale, price discovery comes only from the reported per-share value, and detailed breakdowns by lot are available only upon request as stated in the explanation.

The key point for investors is the shift from 10% owner to under 10% status after the 11/19/2025 transaction, alongside the remaining direct holding of 5,993,255 shares by Ms. Yan. Subsequent ownership reports and company filings will show how insider ownership levels evolve following this large disposition.

11/21/2025 - 04:59 PM

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
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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^*

Yan Yin

(Last) (First) (Middle)

12 CHRYSLER UNIT C

(Street)

IRVINE CA 92618

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Marwynn Holdings, Inc. [ MWYN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2025

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

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

	Form filed by One Reporting Person
X	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	11/19/2025		S		1,777,230	D	$0.51(1)	0	I	By Spouse(1)
Common Stock								5,993,255	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

1. Name and Address of Reporting Person^*

Yan Yin

(Last) (First) (Middle)

12 CHRYSLER UNIT C

(Street)

IRVINE CA 92618

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Wang Fulai

(Last) (First) (Middle)

1921 APUESTO WAY

(Street)

COTO DE CAZA CA 92679

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Ms. Yin Yan directly holds 5,993,255 shares of common stock, and Mr. Fulai Wang directly held 1,777,230 prior to the reported transaction. Ms. Yan and Mr. Wang are husband and wife. This transaction was executed through private sales. The reporting persons hereby undertake to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, MWYN, or a security holder of MWYN.

	/s/ Yin Yan	11/21/2025
	/s/ Fulai Wang	11/21/2025
	** 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 insider transaction did Marwynn Holdings (MWYN) report on this Form 4?

The Form 4 for Marwynn Holdings, Inc. (MWYN) reports a sale of 1,777,230 shares of common stock on 11/19/2025, coded as an "S" sale, at a reported price of $0.51 per share and executed through private sales.

How many Marwynn Holdings (MWYN) shares do the reporting persons hold after the transaction?

After the reported transaction, the form shows 0 shares held indirectly by the reporting person through a spouse, while Yin Yan directly holds 5,993,255 shares of MWYN common stock.

Did this MWYN insider transaction affect 10% owner status?

Yes. The relationship section includes a note stating "Under 10% after transaction", indicating that at least one reporting person moved from 10% Owner status to holding less than 10% after the sale.

Who are the insiders involved in this Marwynn Holdings (MWYN) Form 4?

The explanation states that Ms. Yin Yan and Mr. Fulai Wang are the reporting persons and are husband and wife. Ms. Yan is identified as a Director and Chairman and CEO in the relationship section.

How was the MWYN insider transaction executed and at what price?

The Form 4 notes that the transaction was carried out through private sales at a reported per-share price of $0.51 for the 1,777,230 common shares disposed of on 11/19/2025.

Will Marwynn Holdings (MWYN) investors get more detail on the insider sale prices and share amounts?

The explanation states that the reporting persons will provide full information on the number of shares and prices at which the transactions were effected upon request to SEC staff, MWYN, or any security holder of MWYN.