Neo-Concept CEO granted 140K Class B shares

NCI’s CEO and director received a board- and audit-committee-approved related-party grant of 140,000 Class B shares at par value.

Rhea-AI Filing Summary

Neo-Concept International Group Holdings Ltd (symbol: NCI) is the issuer of record for a Form 4 filing submitted to the SEC. Jiang Pengfei reported acquisition or exercise transactions in this Form 4 filing.

Neo-Concept International Group Holdings Ltd (NCI) reported that Chief Executive Officer and director Jiang Pengfei received a grant of 140,000 Class B Ordinary Shares on August 25, 2026. The shares were allotted and issued at par value of US$0.0025 per share, for an aggregate subscription price of US$350, in a related-party transaction approved by the Board of Directors and the Audit Committee. Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis at the holder’s option, and Jiang Pengfei now holds 140,000 Class B Ordinary Shares directly. No Rule 10b5-1 trading plan is reported for this transaction.

Insider Trade Summary

Grant/Award: 140,000 shares

Grant/Award 1 txn

Insider Jiang Pengfei

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Class B Ordinary Shares F1, F2	140,000	$0.0025	$350.00

Holdings After Transaction: Class B Ordinary Shares — 140,000 shares (Direct)

Footnotes (2)

1. F1. Class B Ordinary Shares are convertible into Class A Ordinary Shares at the holder's option at any time on a one-to-one basis. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstance.
2. F2. The securities were acquired pursuant to an allotment and issuance by the Issuer at par value of US$0.0025 per share, for an aggregate subscription price of US$350, as approved by the Board of Directors and the Audit Committee (related-party transaction) on August 25, 2026.

Key Figures

Shares acquired: 140,000 shares Issue price per share: US$0.0025 per share Aggregate subscription price: US$350 +3 more

6 metrics

Shares acquired 140,000 shares Class B Ordinary Shares granted on August 25, 2026

Issue price per share US$0.0025 per share Par value for the Class B Ordinary Shares allotted and issued

Aggregate subscription price US$350 Total paid for 140,000 Class B Ordinary Shares

Post-transaction holdings 140,000 shares Class B Ordinary Shares directly held by CEO after the grant

Conversion ratio 1 Class B share for 1 Class A share Class B Ordinary Shares convertible into Class A Ordinary Shares at holder’s option

Transaction date August 25, 2026 Date of board- and audit-committee-approved allotment and issuance

Key Terms

Class B Ordinary Shares, Class A Ordinary Shares, related-party transaction, Audit Committee

4 terms

Class B Ordinary Shares financial

"Class B Ordinary Shares are convertible into Class A Ordinary Shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Class A Ordinary Shares financial

"Class B Ordinary Shares are convertible into Class A Ordinary Shares"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

related-party transaction regulatory

"approved by the Board of Directors and the Audit Committee (related-party transaction)"

A related-party transaction is a deal, payment or transfer of value between a company and people or entities closely connected to its managers, directors or major owners—think of a business hiring a company owned by the CEO’s sibling. Investors care because such deals can be biased, overprice goods or hide conflicts of interest, affecting profits and trust; clear disclosure and fair terms help ensure the company is run in shareholders’ best interest.

Audit Committee regulatory

"approved by the Board of Directors and the Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

FAQ

What insider transaction did NCI disclose for CEO Jiang Pengfei?

The CEO, Jiang Pengfei, received a grant of 140,000 Class B Ordinary Shares on August 25, 2026. The shares were allotted and issued at US$0.0025 per share for a total of US$350 in a related-party transaction approved by the board and audit committee.

At what price were the Class B shares issued to NCI’s CEO?

The Class B Ordinary Shares were issued at par value of US$0.0025 per share. For the 140,000 shares granted, the aggregate subscription price was US$350, as approved by Neo-Concept International Group Holdings Ltd’s Board of Directors and Audit Committee.

How many NCI shares does the CEO hold after this Form 4 transaction?

After the reported transaction, Chief Executive Officer Jiang Pengfei holds 140,000 Class B Ordinary Shares directly. These holdings reflect the full amount received in the August 25, 2026 allotment and issuance at par value in the related-party transaction.

Can NCI’s Class B Ordinary Shares held by the CEO be converted to Class A?

Yes. The filing states that Class B Ordinary Shares are convertible into Class A Ordinary Shares at the holder’s option at any time on a one-to-one basis. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstance.

Was the NCI CEO’s share grant made under a Rule 10b5-1 trading plan?

No. The filing indicates no Rule 10b5-1 trading plan is reported for this transaction. The shares were acquired through an allotment and issuance by Neo-Concept International Group Holdings Ltd at par value in a board- and audit-committee-approved related-party transaction.

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Available on EDGAR 09/08/2026 - 06:34 AM Accepted by SEC EDGAR 09/08/2026 - 06:34 AM Learn about SEC filing dates

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^*

Jiang Pengfei

(Last) (First) (Middle)

GROUP 1, XIAOSIYUAN VILLAGE

GANHE SUBDISTRICT OFFICE

(Street)

XIANTAO, HEBEI PROVINCE PRC 00000

(City) (State) (Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Neo-Concept International Group Holdings Ltd [ NCI ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2026

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
Class B Ordinary Shares(1)	08/25/2026		A		140,000	A	$0.0025	140,000(2)	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. Class B Ordinary Shares are convertible into Class A Ordinary Shares at the holder's option at any time on a one-to-one basis. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstance.

2. The securities were acquired pursuant to an allotment and issuance by the Issuer at par value of US$0.0025 per share, for an aggregate subscription price of US$350, as approved by the Board of Directors and the Audit Committee (related-party transaction) on August 25, 2026.

	/s/ Jiang Pengfei	09/08/2026
	** 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)