[Form 4] Newegg Commerce, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Newegg Commerce, Inc. (NEGG) – Form 4 insider activity

Directors and 10% owners Vladimir and Angelica Galkin reported two open-market purchases executed through the Angelica Galkin Revocable Trust:

• 8 Jul 2025: 64,199 common shares at a volume-weighted average price of $18.10 (range $18.08-$18.10).
• 9 Jul 2025: 57,920 common shares at a volume-weighted average price of $21.77 (range $21.63-$21.79).

The combined 122,119-share purchase represents an outlay of roughly $2.4 million and raises the Galkins’ indirect holdings to 2,222,222 shares—maintaining their >10% ownership stake. Footnote 3 discloses that on 10 Jul 2025 the Revocable Trust transferred its entire stake to a joint account held directly by the Galkins, leaving their economic exposure unchanged but shifting the ownership form from trust to personal account.

No sales or derivative transactions were reported. The successive buys at rising prices may be viewed by investors as a positive confidence signal from substantial insiders.

Positive

• 122,119 common shares purchased in open-market transactions, indicating insider confidence.
• Capital commitment of ≈$2.4 million by 10% owners reinforces alignment with shareholders.
• Post-purchase holdings rise to 2.22 million shares, preserving a significant insider stake.

Negative

• None.

Insights

Securities Analyst

TL;DR: 10% owners buy 122k NEGG shares for $2.4M, boosting stake to 2.22M—bullish insider signal.

The Galkins’ purchases concentrate meaningful capital—about 3 days’ average trading value—into NEGG at progressively higher prices, suggesting conviction amidst upward momentum. Post-trade ownership of 2.22 million shares cements their alignment with minority shareholders. Absence of sales or derivatives limits dilution concerns. While Form 4s don’t reveal motives, historical research shows clustered insider buys by large holders often precede positive price drift, adding a constructive datapoint for sentiment-driven investors.

Corporate Governance Expert

TL;DR: Ownership shifted from revocable trust to joint account; control and reporting transparency maintained.

The transfer of the 2.22 million-share block from the Angelica Galkin Revocable Trust to a joint spousal account simplifies the ownership structure without affecting voting power. Because both spouses already filed jointly, governance impact is negligible, and continued Section 16 reporting ensures transparency. Importantly, the trust’s exit does not imply divestiture; the shares remain under insider control. Therefore, the event is structurally neutral but the fresh cash purchases are modestly positive for governance signaling.

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^*

Galkin Vladimir

(Last) (First) (Middle)

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

(Street)

MIAMI FL 33178

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2025

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, par value $0.43696	07/08/2025		P		64,199	A	$18.1(1)(2)	2,164,302	I	See footnote 3(3)
Common Stock, par value $0.43696	07/09/2025		P		57,920	A	$21.77(1)(4)	2,222,222	I	See footnote 3(3)

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^*

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. The price reported reflects the volume weighted average purchase or sale price (whichever the case may be) on the transaction date, unless otherwise noted. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased or sold at each separate price within the ranges set forth in footnotes (2) and (4) in this Form 4.

2. The purchases were executed in multiple trades at prices ranging from $18.08 to $18.10.

3. This Form 4 is being filed jointly by: (i) each of Vladimir Galkin and Angelica Galkin, husband and wife; and (ii) The Angelica Galkin Revocable Trust, dated April 21, 2018 (Galkin Revocable Trust). As of July 9, 2025, the shares of Common Stock were held by the Galkin Revocable Trust. Provided, however, on July 10, 2025, the Galkin Revocable Trust ceased to be a beneficial owner of Common Stock upon the transfer of 2,222,222 shares of Common Stock of Issuer (representing all of its shares of Common Stock) to a joint account held by Vladimir Galkin and Angelica Galkin.

4. The purchases were executed in multiple trades at prices ranging from $21.63 to $21.79.

	Vladimir Galkin, Attorney in Fact	07/11/2025
	Galkin Angelica	07/11/2025
	Angelica Galkin, Trustee	07/11/2025
	** 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

How many NEGG shares did the Galkins purchase?

They bought 122,119 common shares over two days (64,199 on 8 Jul 2025 and 57,920 on 9 Jul 2025).

What prices were paid for the insider purchases?

Average prices were $18.10 on 8 Jul 2025 and $21.77 on 9 Jul 2025, with detailed ranges disclosed in the footnotes.

What is the Galkins' total NEGG ownership after the transactions?

Following the purchases, they beneficially own 2,222,222 shares of Newegg Commerce, Inc.

Did the filing report any insider sales or derivative transactions?

No. The Form 4 shows only open-market purchases; no sales or derivatives were disclosed.

Why does the Angelica Galkin Revocable Trust no longer appear as a beneficial owner?

On 10 Jul 2025 the trust transferred its entire stake to a joint account held by Vladimir and Angelica Galkin, so ownership is now reported directly by them.

Does this Form 4 filing impact Newegg's share count?

No. Insider buying transfers existing shares; it does not change the total shares outstanding.