NIP Group EVP Heng Tang receives 52.6M shares

Each Class B1 share carries 20 votes, subject to the approval conditions for ordinary resolutions, the Weighted Voting Right and certain restrictions.

Available on EDGAR 11/03/2026 - 08:12 AM EST Accepted by SEC EDGAR 11/03/2026 - 08:11 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

NIP Group Inc. Executive Vice President Heng Tang received 52,584,563 Class B1 ordinary shares upon vesting of restricted shares on October 30, 2026; the reported transaction price was 0.0000 per share. His reported direct holdings after the award were 52,584,563 Class B1 ordinary shares. Each share is convertible at any time into one Class A ordinary share at the holder’s option. Heng Tang also reported 12,550 ADSs; effective July 6, 2026, one ADS represents 60 Class A ordinary shares. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Grant/Award: 52,584,563 shares

Grant/Award 1 txn

Insider Tang Heng

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Class B1 ordinary share F1, F2	52,584,563	$0.00	$0.00
Holding	American depositary shares F3	--	--	--

Holdings After Transaction: Class B1 ordinary share — 52,584,563 shares (Direct); American depositary shares — 12,550 shares (Direct)

Footnotes (3)

1. F1. The authorized share capital of NIP Group Inc. consists of Class A ordinary shares, Class B1 ordinary shares and Class B2 ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share, while each holder of Class B1 ordinary shares and Class B2 ordinary shares is entitled to 20 votes per share, subject to the approval conditions for ordinary resolutions, the Weighted Voting Right and certain restrictions. Each Class B1 ordinary share and Class B2 ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
2. F2. The Class B1 ordinary shares were issued to the reporting person upon vesting of restricted shares.
3. F3. Effective July 6, 2026, NIP Group Inc. changed the ratio of its American Depositary Shares ("ADSs") to its Class A ordinary shares (the "ADS Ratio Change") from one (1) ADS representing two (2) Class A ordinary shares to one (1) ADS representing sixty (60) Class A ordinary shares. The amount of ADSs reported on this Form 4 reflects the ADS Ratio Change.

Key Figures

Class B1 shares acquired: 52,584,563 shares Reported transaction price: 0.0000 per share Direct Class B1 holdings after award: 52,584,563 shares +3 more

6 metrics

Class B1 shares acquired 52,584,563 shares Issued upon vesting of restricted shares on October 30, 2026

Reported transaction price 0.0000 per share Class B1 share award on October 30, 2026

Direct Class B1 holdings after award 52,584,563 shares As of October 30, 2026

Direct ADS holdings 12,550 ADSs As of October 30, 2026

ADS ratio 1 ADS represents 60 Class A ordinary shares Effective July 6, 2026

Class B1 voting rights 20 votes per share Subject to approval conditions for ordinary resolutions, the Weighted Voting Right and certain restrictions

Key Terms

restricted shares, Weighted Voting Right, ADS Ratio Change, Class B1 ordinary shares

4 terms

restricted shares financial

"issued to the reporting person upon vesting of restricted shares"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Weighted Voting Right regulatory

"the Weighted Voting Right and certain restrictions"

ADS Ratio Change technical

"the ADS Ratio Change from one (1) ADS representing two (2)"

An ads ratio change is an adjustment to how many American Depositary Shares (ADS) represent one unit of a foreign company’s ordinary shares — like changing whether a cake is cut into 2 or 10 slices. Investors care because it alters the number of tradable ADS, the implied price per ADS and an investor’s ownership stake, which can affect liquidity, perceived value and comparisons of holdings across markets.

Class B1 ordinary shares technical

"Class B1 ordinary shares and Class B2 ordinary shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NIPG shares did Heng Tang receive?

Heng Tang, NIP Group Inc.’s Executive Vice President, received 52,584,563 Class B1 ordinary shares upon vesting of restricted shares on October 30, 2026. His reported direct holdings after the award were 52,584,563 Class B1 ordinary shares.

What is NIPG’s ADS ratio?

Effective July 6, 2026, one ADS represents 60 Class A ordinary shares, changed from one ADS representing two Class A ordinary shares. Heng Tang reported holding 12,550 ADSs reflecting the new ratio.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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^*

Tang Heng

(Last) (First) (Middle)

NO.26, GAOXIN 2ND ROAD,

EAST LAKE HIGH-TECH DEVELOPMENT ZONE

(Street)

WUHAN 430000

(City) (State) (Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
NIP Group Inc. [ NIPG ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2026

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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
Class B1 ordinary share(1)	10/30/2026		A(2)		52,584,563	A	$0	52,584,563	D
American depositary shares(3)								12,550	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. The authorized share capital of NIP Group Inc. consists of Class A ordinary shares, Class B1 ordinary shares and Class B2 ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share, while each holder of Class B1 ordinary shares and Class B2 ordinary shares is entitled to 20 votes per share, subject to the approval conditions for ordinary resolutions, the Weighted Voting Right and certain restrictions. Each Class B1 ordinary share and Class B2 ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

2. The Class B1 ordinary shares were issued to the reporting person upon vesting of restricted shares.

3. Effective July 6, 2026, NIP Group Inc. changed the ratio of its American Depositary Shares ("ADSs") to its Class A ordinary shares (the "ADS Ratio Change") from one (1) ADS representing two (2) Class A ordinary shares to one (1) ADS representing sixty (60) Class A ordinary shares. The amount of ADSs reported on this Form 4 reflects the ADS Ratio Change.

	/s/ Heng Tang	11/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)