Newegg (NASDAQ: NEGG) pair report 20.5% joint ownership stake

Rhea-AI Filing Summary

Vladimir and Angelica Galkin filed Amendment No. 28 to their Schedule 13D for Newegg Commerce, Inc., updating their beneficial ownership in the company’s common shares. Together they beneficially own 4,288,888 shares of common stock, which represents about 20.5% of Newegg’s outstanding shares based on 20,966,480 shares outstanding as of September 30, 2025. The shares are held in a joint account, and the couple shares both voting and dispositive power over this stake.

The filing explains that a Galkin Revocable Trust originally bought 2,222,222 shares using its own capital and margin borrowings, later transferring those shares to the joint account. The Galkins then used their own investment capital to acquire an additional 2,066,666 shares, reaching their current position. In total, about $111.1 million was paid to buy 4,521,273 shares, and about $2.39 million was received from selling 161,274 shares, resulting in the current net holding of 4,288,888 shares.

Insights

Equity ownership and governance analyst

Amended filing confirms a large, stable 20.5% Newegg ownership block.

The document shows Vladimir and Angelica Galkin jointly beneficially owning 4,288,888 Newegg common shares, about 20.5% of the company based on 20,966,480 shares outstanding as of September 30, 2025. Voting and dispositive power over this block is shared in a joint account, which consolidates influence in a single household rather than spreading it across multiple entities.

The filing details how ownership migrated from the Galkin Revocable Trust, which initially purchased 2,222,222 shares, into the joint account, followed by additional open‑market purchases by the couple. In aggregate, they paid about $111,084,503 for 4,521,273 shares and received about $2,387,051 from sales of 161,274 shares to reach the current net stake, with the joint account positions not held on margin.

For investors, the key takeaway is the presence of a significant, disclosed shareholder with over one‑fifth of Newegg’s equity. Future company disclosures may provide more context on how this large holding interacts with corporate governance matters such as voting outcomes and potential strategic decisions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 28)

Newegg Commerce, Inc.

(Name of Issuer)

Common Shares par value $0.43696

(Title of Class of Securities)

G6483G100

(CUSIP Number)

Vladimir Galkin
10900 NW 97th Street, #102,
Miami, FL, 33178
(310) 880-6330

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/07/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G6483G100

1

Name of reporting person

Galkin Vladimir

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,288,888.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,288,888.00

11

Aggregate amount beneficially owned by each reporting person

4,288,888.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The shares of Common Stock are held jointly by Vladimir Galkin and Angelica Galkin, husband and wife. Vladimir Galkin and Angelica Galkin have shared voting power and dispositive power over 4,288,888 shares of Common Stock.

SCHEDULE 13D

CUSIP No. G6483G100

1

Name of reporting person

Galkin Angelica

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,288,888.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,288,888.00

11

Aggregate amount beneficially owned by each reporting person

4,288,888.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The shares of Common Stock are held jointly by Vladimir Galkin and Angelica Galkin, husband and wife. Vladimir Galkin and Angelica Galkin have shared voting power and dispositive power over 4,288,888 shares of Common Stock.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares par value $0.43696
(b)	Name of Issuer: Newegg Commerce, Inc.
(c)	Address of Issuer's Principal Executive Offices: 17560 ROWLAND STREET, CITY OF INDUSTRY, CALIFORNIA , 91748.
Item 1 Comment: This Amendment No. 28 amends the Schedule 13D filed on July 1, 2025 (the "Original Schedule 13D", and as amended by Amendment No. 1 filed on July 10, 2025, and as amended by Amendment No. 2 to Schedule 13D filed on July 14, 2025, and as amended by Amendment No. 3 to Schedule 13D filed on July 15, 2025, and as amended by Amendment No. 4 to Schedule 13D filed on July 16, 2025, and as amended by Amendment No. 5 to Schedule 13D filed on July 17, 2025, and as amended by Amendment No. 6 to Schedule 13D filed on July 18, 2025, and as amended by Amendment No. 7 to Schedule 13D filed on July 29, 2025, and as amended by Amendment No. 8 to Schedule 13D filed on August 4, 2025, and as amended by Amendment No. 9 to Schedule 13D filed on August 6, 2025, and as amended by Amendment No. 10 to Schedule 13D filed on August 7, 2025, and as amended by Amendment No. 11 to Schedule 13D filed on August 18, 2025, and as amended by Amendment No. 12 to Schedule 13D filed on August 21, 2025, and as amended by Amendment No. 13 to Schedule 13D filed on September 4, 2025, and as amended by Amendment No. 14 to Schedule 13D filed on September 12, 2025, and as amended by Amendment No. 15 to Schedule 13D filed on September 24, 2025, and as amended by Amendment No. 16 to Schedule 13D filed on September 29, 2025, and as amended by Amendment No. 17 to Schedule 13D filed on September 30, 2025, and as amended by Amendment No. 18 to Schedule 13D filed on October 10, 2025, and as amended by Amendment No. 19 to Schedule 13D filed on October 23, 2025, and as amended by Amendment No. 20 to Schedule 13D filed on November 7, 2025, and as amended by Amendment No. 21 to Schedule 13D filed on November 13, 2025, and as amended by Amendment No. 22 to Schedule 13D filed on November 20, 2025, and as amended by Amendment No. 23 to Schedule 13D filed on December 7, 2025, and as amended by Amendment No. 24 to Schedule 13D filed on December 8, 2025, and as amended by Amendment No. 25 to Schedule 13D filed on December 18, 2025, and as amended by Amendment No. 26 to Schedule 13D filed on December 19, 2025, and as amended by Amendment No. 27 to Schedule 13D filed on December 30, 2025, as amended the "Schedule 13D"). This statement of beneficial ownership on Schedule 13D is jointly filed by Vladimir Galkin and Angelica Galkin, husband and wife, each a citizen of the United States of America (collectively, the "Reporting Persons" and individually, a "Reporting Person"), with respect to the shares of the common stock, par value $0.43696 per share (the " Common Stock"), of Newegg Commerce, Inc., a British Virgin Islands corporation (the " Issuer"), is hereby amended to furnish the additional information set forth herein. The address of the principal executive offices of the Issuer is 21688 Gateway Center Drive, Suite 300, Diamond Bar, CA 91765. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Originally, the Galkin Revocable Trust used cash from its capital account and margin account borrowings made in the ordinary course of business to make the purchases of 2,222,222 shares of Common Stock. Since other securities were held in the margin accounts of the Galkin Revocable Trust, it is not possible to determine the amounts, if any, of margin used originally to purchase the shares of Common Stock reported herein. On July 10, 2025, the Galkin Revocable Trust transferred 2,222,222 shares of Common Stock (representing all of its shares of Common Stock) to a joint account held by Vladimir Galkin and Angelica Galkin (together, the Galkins). Thereafter, the Galkins used their own investment capital to purchase an additional 2,066,666 shares of Common Stock, resulting in aggregate ownership of 4,288,888 shares of Common Stock. The positions held in the Galkins' joint account are not held in a margin account or pledged as collateral security for the repayment of debit balances in the account. A total of approximately i) $111,084,503 was paid to acquire 4,521,273 shares of Common Stock; and ii) $2,387,051 was received as payment for the sale of 161,274 shares of Common Stock reported herein (resulting in ownership of an aggregate net total of 4,288,888 shares of Common Stock).
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, each of Vladimir Galkin and Angelica Galkin may be deemed to beneficially own, in the aggregate, 4,288,888 shares of Common Stock, representing approximately 20.5% of the outstanding shares of Common Stock of Issuer.
(b)	The foregoing beneficial ownership percentages reported in this Item 5 are based upon 20,966,480 shares of Common Stock of the Issuer outstanding as of September 30, 2025, as reported in the Issuer's Report on Form 6-K, filed by the Issuer with the Securities and Exchange Commission on October 14, 2025.
(c)	See Rows 7-10 of the cover page for information regarding the power to vote or direct the vote and the power to dispose or direct the disposition of the shares of Common Stock by each of the Reporting Persons.
(d)	All the transactions involving shares of Common Stock effected during the past sixty (60) days by any of the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference. Except as otherwise noted below, all such transactions were purchases and sales of shares of Common Stock effected in the open market, and the table includes commissions paid in per share prices.
(e)	Not Applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	No person other than a Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons.
Item 7.	Material to be Filed as Exhibits.
	1. Schedule A 2. Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Galkin Vladimir

Signature:	Vladimir Galkin
Name/Title:	Individual
Date:	01/07/2026

Galkin Angelica

Signature:	Angelica Galkin
Name/Title:	Individual
Date:	01/07/2026

FAQ

How many Newegg (NEGG) shares do Vladimir and Angelica Galkin beneficially own?

They beneficially own 4,288,888 shares of Newegg Commerce, Inc. common stock, held in a joint account with shared voting and dispositive power.

What percentage of Newegg (NEGG) does the Galkin couple hold according to this filing?

The filing reports that Vladimir and Angelica Galkin’s 4,288,888 shares represent approximately 20.5% of Newegg’s outstanding common stock.

What share count was used to calculate the Galkins’ 20.5% Newegg ownership?

The percentage is based on 20,966,480 shares of Newegg common stock outstanding as of September 30, 2025, as reported in Newegg’s Form 6-K filed on October 14, 2025.

How did the Galkins acquire their Newegg (NEGG) position?

A Galkin Revocable Trust initially purchased 2,222,222 shares, later transferring them to the couple’s joint account. The Galkins then used their own investment capital to buy an additional 2,066,666 shares in the open market.

How much money have the Galkins spent and received in Newegg (NEGG) trades overall?

They paid about $111,084,503 to acquire 4,521,273 shares of Newegg common stock and received about $2,387,051 from selling 161,274 shares, resulting in their current net holding.

Are the Galkins’ Newegg (NEGG) shares held on margin or pledged as collateral?

The filing states that positions in the Galkins’ joint account are not held in a margin account and are not pledged as collateral for debit balances in the account.

Does anyone other than the Galkins have rights to dividends or sale proceeds from their Newegg shares?

No. The filing states that no person other than a Reporting Person has the right to receive or direct dividends or sale proceeds from the Newegg shares they beneficially own.