[6-K] Neo-Concept International Group Holdings Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

On 07/25/2025, Chief Data Officer Michelle M. Karas filed a Form 4 reporting disposition of all Penns Woods Bancorp (PWOD) equity due to the company’s merger with Northwest Bancshares (NWBI). The filing shows the automatic conversion of 6,715 PWOD common shares (incl. 66 DRIP shares) and the cancellation of 15,000 employee stock options with strike prices ranging from $20.85-$27.77.

Under the December 16 2024 merger agreement, each PWOD share was exchanged for 2.385 NWBI shares plus cash for fractional shares. On the 07/25/2025 closing date PWOD closed at $30.00 while NWBI closed at $12.63, implying consideration of ≈$30.10 per PWOD share. Following the transaction Karas reports zero direct or indirect PWOD ownership, confirming both deal completion and the elimination of PWOD Section 16 insider positions.

Positive

• Merger consummation confirmed: Filing verifies PWOD’s merger with Northwest Bancshares closed on 07/25/2025 at a 2.385:1 share exchange ratio.
• Equity overhang removed: 15,000 outstanding PWOD options were cancelled and cash-settled, cleaning up the capital structure post-merger.

Negative

• Insider stake eliminated: Chief Data Officer now holds no PWOD shares, ending direct insider ownership in the legacy company.

Insights

Securities Analyst

TL;DR: Insider’s total exit verifies PWOD-NWBI merger completion; economically neutral, no discretionary selling signal.

The Form 4 is procedural, reflecting mandatory share conversion and cash-settled option cancellation at closing. The 2.385 exchange ratio matches terms previously disclosed; pricing parity (≈$30.10 vs. $30.00) suggests little premium beyond market expectations. With 6,715 shares and 15k options removed, insider alignment with PWOD equity ends, but future exposure shifts to NWBI for all former shareholders. The filing is not impactful for valuation—merger economics were already priced in—yet it provides definitive confirmation that the transaction closed on 07/25/2025 and that all legacy PWOD equity instruments have been extinguished.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2025

Commission File Number: 001-42016

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Neo-Concept International Group Holdings Ltd
(Registrant’s Name)

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10/F, Seaview Centre
No.139-141 Hoi Bun Road
Kwun Tong
Kowloon, Hong Kong
(Address of Principal Executive Offices)

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Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Annual General Meeting of Shareholders

In connection with the annual general meeting of shareholders of Neo-Concept International Group Holdings Limited (the “Company”), the Company hereby furnishes the following documents:

Exhibits

Exhibit No.		Description
99.1		Proxy Statement and Notice of Annual General Meeting of Shareholders, dated July 28, 2025
99.2		Form of Proxy Card of Annual General Meeting of Shareholders

1

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.

		Neo-Concept International Group Holdings Ltd
Date: July 28, 2025		By:		/s/ Eva Yuk Yin Siu
		Name:		Eva Yuk Yin Siu
		Title:		Chief Executive Officer, Chairlady of the Board and Director

2

FAQ

What did Penns Woods Bancorp (PWOD) disclose in the July 28 2025 Form 4?

Disposal of 6,715 PWOD shares and cancellation of 15,000 options by CDO Michelle Karas due to the merger with Northwest Bancshares.

How many PWOD shares were converted in the merger?

6,715 common shares held by the insider were exchanged for NWBI shares at closing.

What is the exchange ratio for PWOD shareholders?

Each PWOD share converts into 2.385 shares of Northwest Bancshares (NWBI) plus cash for fractional shares.

What happened to outstanding PWOD stock options?

All options were cancelled and cash-settled based on the exchange-ratio pricing formula outlined in the merger agreement.

Does the insider retain any PWOD ownership after the transaction?

No. The filing shows zero direct or indirect beneficial ownership following the merger.