[SCHEDULE 13D/A] Newegg Commerce, Inc. SEC Filing

Rhea-AI Filing Summary

Newegg Commerce, Inc. Schedule 13D/A shows that Vladimir and Angelica Galkin jointly hold 3,888,888 common shares, representing approximately 19.0% of outstanding stock. The filing reports an aggregate acquisition cost of approximately $86,101,860 for 4,121,273 shares with 161,274 shares sold for $2,387,051, leaving the net position reported. The shares were moved from the Galkin Revocable Trust into a joint account and an additional 1,666,666 shares were purchased with the Galkins' individual capital; the joint account is not margined or pledged. The ownership percentage is calculated using 20,478,394 shares outstanding as of August 19, 2025.

Positive

• Significant stake: Joint ownership of 3,888,888 shares equals 19.0% of the company, giving meaningful influence
• Clear funding disclosure: Paid approximately $86,101,860 in aggregate with current holdings held in a non-margined joint account
• No pledges: Reported positions are not pledged as collateral, reducing immediate creditor risk to the stake

Negative

• High concentration: A single family controls 19.0%, which could lead to concentrated voting outcomes
• Open-market trades: Recent active trading (purchases and sales) may continue to change ownership percentage and create near-term volatility
• Dependence on public disclosures: Percentage uses outstanding share count from August 19, 2025; any change in the share base will alter the reported ownership

Insights

Activist/Investor Holdings Analyst

Galkins now hold a sizeable 19.0% stake, a high-influence position.

The joint ownership of 3,888,888 shares gives the Galkins substantial voting and dispositive power over a meaningful portion of the company's equity. This concentration can affect board votes and corporate actions given the reported 20,478,394 share base used for the percentage calculation.

Key dependencies include whether they announce formal proposals or increase/decrease holdings; monitor share counts and any filing indicating intent within the next months for potential governance or strategic moves.

Transaction Funding & Ownership Structure Specialist

Funding moved from a trust to a joint non‑margin account, clarifying control and capital source.

The transfer of 2,222,222 shares from the Galkin Revocable Trust to a joint account and subsequent purchase of 1,666,666 shares with personal funds shows a shift to direct joint ownership without margin pledges. The filing states the joint account positions are not pledged and were not held in margin accounts.

Watch for any changes to pledge status, additional open-market transactions reported in Schedule A, or amendments that would adjust beneficial ownership within the coming weeks.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 18)

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)

10/09/2025

(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 3,888,888.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,888,888.00

11

Aggregate amount beneficially owned by each reporting person

3,888,888.00

12

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

13

Percent of class represented by amount in Row (11)

19.0 %

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 3,888,888 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 3,888,888.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,888,888.00

11

Aggregate amount beneficially owned by each reporting person

3,888,888.00

12

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

13

Percent of class represented by amount in Row (11)

19.0 %

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 3,888,888 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. 18 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, 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 1,666,666 shares of Common Stock, resulting in aggregate ownership of 3,888,888 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) $86,101,860 was paid to acquire 4,121,273 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 3,888,888 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, 3,888,888 shares of Common Stock, representing approximately 19.0% of the outstanding shares of Common Stock of Issuer.
(b)	The foregoing beneficial ownership percentages reported in this Item 5 are based upon 20,478,394 shares of Common Stock of the Issuer outstanding as of August 19, 2025, as reported in the Issuer's Report on Form 6-K, filed by the Issuer with the Securities and Exchange Commission on August 19, 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:	10/09/2025

Galkin Angelica

Signature:	Angelica Galkin
Name/Title:	Individual
Date:	10/09/2025

FAQ

What stake do Vladimir and Angelica Galkin hold in Newegg (NEGG)?

They jointly own 3,888,888 shares, representing approximately 19.0% of outstanding common stock.

How much did the Galkins pay to acquire their Newegg shares?

The filing reports approximately $86,101,860 paid to acquire 4,121,273 shares, netting ownership of 3,888,888 after certain sales.

Are the Galkins' Newegg shares pledged or held in margin accounts?

No. The filing states the joint account positions are not held in a margin account and are not pledged as collateral.

What share count was used to calculate the Galkins' ownership percentage?

The percentage is based on 20,478,394 shares outstanding as reported on August 19, 2025.

Did the Galkins transfer shares from a trust?

Yes. 2,222,222 shares were transferred from the Galkin Revocable Trust to a joint account on July 10, 2025.