MWYN insiders report 2.84M-share disposition at $0.51

Rhea-AI Filing Summary

Marwynn Holdings (MWYN) insiders reported a disposition of common stock. On 10/23/2025, a Form 4 shows a sale coded “S” of 2,843,568 shares of common stock at $0.51 per share. The shares were held indirectly and attributed to the reporting person by spouse.

Following the reported transactions, the filing lists 0 shares beneficially owned indirectly. The filing was made by more than one reporting person, identified as Mr. Sen Zhong and Ms. Zhifen Zhou. The relationship section notes “Former CFO (resigned 9/16/25)” and indicates the reporting person was under 10% ownership after the transaction. The explanation states the sales were executed through private sales.

Insights

Equity Governance Analyst

Large insider block sold via private transactions; reporting persons fall below 10% ownership, reducing insider concentration without altering stated corporate roles.

The filing discloses disposal of 2,843,568 common shares by the reporting persons’ household, executed through private sales at $0.51 per share. Beneficial ownership shown after the transaction is 0 (indirect, by spouse), and the relationship box indicates status is now under 10% ownership. One reporting person is identified as a former CFO who resigned on 9/16/2025.

Crossing below the 10% threshold matters because Section 16 obligations differ for 10% owners, and this reduces concentrated insider stakes. The sale was not described as open-market; it was executed as private sales, with an undertaking to provide detailed trade information upon request.

Key dependencies are who acquired these shares and any subsequent ownership structure changes. Items to watch include any amendments to beneficial ownership reports and follow-on Section 16 filings. Near term, monitor subsequent Forms 4 and any Schedule 13D/13G updates if required by holdings of involved parties.

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

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X

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^*

Zhou Zhifen

(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)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former CFO (resigned 9/16/25)

3. Date of Earliest Transaction (Month/Day/Year)
10/23/2025

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	10/23/2025		S		2,843,568	D	$0.51(1)	0	I	By Spouse(1)

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^*

Zhou Zhifen

(Last) (First) (Middle)

12 CHRYSLER UNIT C

(Street)

IRVINE CA 92618

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Former CFO (resigned 9/16/25)

1. Name and Address of Reporting Person^*

Zhong Sen

(Last) (First) (Middle)

1371 EL CAMINO HIGUERA

(Street)

MILPITAS CA 94544

(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. Mr. Zhong was the owner of 2,843,568 shares of common stock disposed. Mr. Zhong and Ms. Zhou 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/ Sen Zhong	10/27/2025
	/s/ Zhifen Zhou	10/27/2025
	** 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 did MWYN insiders report on Form 4?

A sale of 2,843,568 shares of common stock on 10/23/2025, coded “S” as a disposition.

What was the reported sale price for MWYN shares?

The filing lists a price of $0.51 per share.

How were the shares held prior to the sale?

They were reported as held indirectly, attributed to the reporting person by spouse.

How many MWYN shares were beneficially owned after the transaction?

The filing shows 0 shares beneficially owned following the reported transactions.

Who are the reporting persons on the MWYN Form 4?

Mr. Sen Zhong and Ms. Zhifen Zhou; the form indicates it was filed by more than one reporting person.

Did the filing mention insider ownership level after the sale?

Yes. It notes the reporting person was under 10% after the transaction.

What method of sale was disclosed?

The explanation states the shares were sold via private sales.