[Form 3] Newegg Commerce, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Form 3 filing date: July 1, 2025 (event date June 30, 2025). The filing discloses the initial beneficial ownership of Newegg Commerce, Inc. (NASDAQ: NEGG) shares by three related reporting persons: Vladimir Galkin, Angelica Galkin, and the Angelica Galkin Revocable Trust dated April 21, 2018.

Key holdings: The Trust owns 2,100,000 shares of NEGG common stock. This represents a 10%+ ownership position in the company. All three filers may be deemed to share voting and disposition power, with Angelica Galkin delegating those rights to Vladimir Galkin.

Ownership form: The stake is reported as indirect ("I") through the Trust. No derivative securities are reported in Table II, and the filing does not involve any purchase, sale, or option exercise—only the declaration of existing ownership.

Implications for investors: A double-digit insider ownership stake often signals alignment between insiders and outside shareholders, but the Form 3 itself is disclosure-only and does not modify the company’s capital structure or introduce new financing events.

Positive

• 10% insider ownership (2.1 M shares) suggests alignment of interests between the Galkin family and other shareholders.
• Full disclosure of indirect ownership through a trust improves transparency and compliance with SEC Section 16 rules.

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider group discloses 2.1 M shares (≈10%) of NEGG; no transactions, mainly transparency; limited immediate price impact.

The Form 3 confirms that the Galkin family, via a revocable trust, holds a material stake in Newegg Commerce. While sizeable insider ownership can reduce agency risk and align incentives, today’s disclosure does not involve purchases or sales, so it offers little incremental information about management’s current outlook. It does, however, formalize the filer’s Section 16 obligations, suggesting they may engage in future reportable transactions. For valuation models, the float is effectively 2.1 M shares lower than headline shares outstanding, as these shares are in insider hands.

Corporate Governance Expert

TL;DR: Filing identifies a new 10% beneficial owner, enhancing disclosure and governance clarity; no control change, neutral impact.

From a governance standpoint, the declaration of a 10% stake triggers heightened reporting requirements (Forms 4 & 5) and potential short-swing profit liability. The trust arrangement centralizes voting authority with Vladimir Galkin, which could influence future shareholder votes but does not by itself constitute a control group. The absence of derivative positions and the revocable nature of the trust reduce complexity. Overall, this is a routine but positive step for transparency without material strategic implications today.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Galkin Vladimir

(Last) (First) (Middle)

10900 N.W. 97TH. STREET, SUITE #102

(Street)

MIAMI FL 33178

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2025

3. Issuer Name and Ticker or Trading Symbol
Newegg Commerce, Inc. [ NEGG ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,100,000	I(1)	See Footnote #1.(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Galkin Vladimir

(Last) (First) (Middle)

10900 N.W. 97TH. STREET, SUITE #102

(Street)

MIAMI FL 33178

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Galkin Angelica

(Last) (First) (Middle)

10900 N.W. 97TH. STREET, SUITE #102

(Street)

MIAMI FL 33178

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Angelica Galkin Revocable Trust, dated April 21, 2018

(Last) (First) (Middle)

10900 N.W. 97TH. STREET, SUITE #102

(Street)

MIAMI FL 33178

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. There are 2,100,000 shares of Common Stock held by the Angelica Galkin Revocable Trust, dated April 21, 2018 ("Galkin Revocable Trust"). Angelica Galkin is the sole trustee and beneficiary of the Galkin Revocable Trust. Provided, however, Angelica Galkin has delegated to Vladimir Galkin the shared right to direct the voting and disposition of the securities owned by the Galkin Revocable Trust. Accordingly, each of Vladimir Galkin, Angelica Galkin, and the Galkin Revocable Trust may be deemed to beneficially own the shares of Common Stock held by the Galkin Revocable Trust.

	Vladimir Galkin, Attorney in Fact	07/01/2025
	Galkin Angelica	07/01/2025
	Angelica Galkin, Trustee	07/01/2025
	** 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 5 (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

How many Newegg Commerce (NEGG) shares are reported in this Form 3?

2,100,000 common shares are reported as beneficially owned through the Angelica Galkin Revocable Trust.

Who are the reporting persons in NEGG’s July 2025 Form 3?

Vladimir Galkin, Angelica Galkin, and the Angelica Galkin Revocable Trust are the joint reporting persons.

Does the Form 3 include any derivative securities for NEGG?

No. Table II shows zero derivative securities; only common stock is disclosed.

What percentage of NEGG does the Galkin Trust own?

The filing states the stake qualifies the filers as 10% owners; exact percentage is not calculated in the form but exceeds the 10% threshold.

When was the event that triggered this NEGG Form 3 filing?

The reportable event date is June 30, 2025, with the form filed on July 1, 2025.