Nocera (NCRA) CFO discloses late-filed 300,000-share equity gift

Rhea-AI Filing Summary

Nocera, Inc. insider transaction: Chief Financial Officer Shun-Chih Chuang reported a bona fide gift of 300,000 shares of Nocera, Inc. common stock on 12/04/2025. The shares were transferred to a third party for no consideration, meaning there was no purchase price paid for the stock. Following this gift, Chuang directly beneficially owned 220,001 shares of Nocera common stock. The report notes that this filing was made late but clarifies that the transfer was a genuine gift of shares rather than a sale.

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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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^*

Chuang Shun-Chih

(Last) (First) (Middle)

C/O NOCERA, INC. 3F (BUILDING B),

NO. 185, SEC. 1, DATONG RD., XIZHI DIST.

(Street)

NEW TAIPEI CITY F5 221

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NOCERA, INC. [ NCRA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2025

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

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

X	Form filed by One Reporting Person
	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(1)	12/04/2025		G		300,000	A	$0.00	220,001	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. This Form 4 is being filed late and reflects a bona fide gift of shares to a third party for no consideration.

	/s/ Shun-Chih Chuang	12/17/2025
	** 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).
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FAQ

What insider transaction did Nocera (NCRA) disclose in this filing?

The filing discloses that Chief Financial Officer Shun-Chih Chuang made a bona fide gift of 300,000 shares of Nocera, Inc. common stock on 12/04/2025.

Was the Nocera (NCRA) insider transaction a sale or a gift?

The transaction was reported as a bona fide gift of shares to a third party for no consideration, not a sale.

How many Nocera (NCRA) shares does the CFO own after this transaction?

After the reported gift, Chief Financial Officer Shun-Chih Chuang beneficially owned 220,001 shares of Nocera, Inc. common stock in direct ownership.

What was the reported price for the Nocera (NCRA) insider share transfer?

The 300,000-share transfer was reported at a price of $0.00 per share, consistent with its classification as a gift made for no consideration.

Who is the reporting person in this Nocera (NCRA) insider filing and what is their role?

The reporting person is Shun-Chih Chuang, who serves as the Chief Financial Officer of Nocera, Inc.

Does the filing mention anything about the timing of the Nocera (NCRA) insider report?

Yes. The explanation section states that the report is being filed late and that it reflects a bona fide gift of shares to a third party for no consideration.