NIP Group (NIPG) insider trims Class B1 stake in open-market sale

Rhea-AI Filing Summary

NIP Group Inc. director and president Liwei Sun, through xiaOt Sun Holdings Limited, completed an open-market sale of 353,624 Class B1 ordinary shares at $1.25 per share. Following the transaction, the indirect holding stands at 18,095,424 Class B1 ordinary shares.

Each Class B1 and Class B2 ordinary share carries 20 votes and is convertible into one Class A ordinary share, while Class A shares carry one vote and are not convertible into Class B shares.

Insider Trade Summary

Net Seller: 353,624 shares ($442,030)

Net Sell 1 txn

Insider Sun Liwei

Role President

Sold 353,624 shs ($442K)

Type	Security	Shares	Price	Value
Sale	Class B1 ordinary share	353,624	$1.25	$442K

Holdings After Transaction: Class B1 ordinary share — 18,095,424 shares (Indirect, By xiaOt Sun Holdings Limited)

Footnotes (1)

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. xiaOt Sun Holdings Limited is a limited liability company established in the British Virgin Islands wholly owned by Liwei Sun.

Key Figures

Shares sold: 353,624 shares Sale price: $1.25 per share Shares held after: 18,095,424 shares +3 more

6 metrics

Shares sold 353,624 shares Class B1 ordinary shares sold on 2026-06-30

Sale price $1.25 per share Open-market sale of Class B1 ordinary shares

Shares held after 18,095,424 shares Indirect Class B1 ordinary share holdings after transaction

Voting rights Class A 1 vote per share Class A ordinary shares voting structure

Voting rights Class B1/B2 20 votes per share Class B1 and Class B2 ordinary shares

Conversion ratio 1:1 into Class A Each Class B1 and Class B2 share convertible into one Class A share

Key Terms

Class B1 ordinary share, Class A ordinary shares, Weighted Voting Right, convertible into one Class A ordinary share, +1 more

5 terms

Class B1 ordinary share financial

"The authorized share capital of NIP Group Inc. consists of Class A ordinary shares, Class B1 ordinary shares and Class B2 ordinary shares."

Class A ordinary shares financial

"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,"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Weighted Voting Right financial

"subject to the approval conditions for ordinary resolutions, the Weighted Voting Right and certain restrictions."

convertible into one Class A ordinary share financial

"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,"

indirect ownership financial

"direct_or_indirect: "I", nature_of_ownership: "By xiaOt Sun Holdings Limited""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 06:14 AM Accepted by SEC EDGAR 07/02/2026 - 06:14 AM Learn about SEC filing dates

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^*

Sun Liwei

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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)	06/30/2026		S		353,624	D	$1.25	18,095,424	I	By xiaOt Sun Holdings Limited(2)

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. xiaOt Sun Holdings Limited is a limited liability company established in the British Virgin Islands wholly owned by Liwei Sun.

	/s/ Liwei Sun	07/02/2026
	** 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)

FAQ

What insider transaction did NIP Group (NIPG) report for Liwei Sun?

NIP Group reported that Liwei Sun, its director and president, indirectly sold 353,624 Class B1 ordinary shares in an open-market transaction at $1.25 per share, executed through xiaOt Sun Holdings Limited, which he wholly owns.

How many NIP Group Class B1 shares does Liwei Sun hold after this sale?

After the reported transaction, Liwei Sun, through xiaOt Sun Holdings Limited, holds 18,095,424 Class B1 ordinary shares. This figure reflects his indirect position following the open-market sale of 353,624 Class B1 ordinary shares at $1.25 per share.

What type of shares did the NIP Group insider sell and at what price?

The insider transaction involved NIP Group Class B1 ordinary shares, which carry enhanced voting rights. A total of 353,624 Class B1 shares were sold in an open-market transaction at a price of $1.25 per share, according to the Form 4 filing details.

How are NIP Group Class A, Class B1 and Class B2 shares different?

NIP Group’s Class A ordinary shares carry one vote per share. Class B1 and Class B2 ordinary shares each carry 20 votes per share and are convertible into one Class A share, while Class A shares cannot be converted into any Class B shares under any circumstances.

Who actually holds the NIP Group shares involved in this Form 4 filing?

The shares are held by xiaOt Sun Holdings Limited, a British Virgin Islands limited liability company wholly owned by Liwei Sun. The Form 4 describes the transaction as indirect ownership, with the nature of ownership listed as “By xiaOt Sun Holdings Limited.”