NIP Group 13G/A: DIGLIFE, H. Chahine disclose 7% stake

NIP Group Inc. filing an amendment to a Schedule 13G/A reports beneficial ownership stakes held by DIGLIFE AS and Hicham Chahine.

Rhea-AI Filing Summary

NIP Group Inc. filing an amendment to a Schedule 13G/A reports beneficial ownership stakes held by DIGLIFE AS and Hicham Chahine. DIGLIFE AS holds 13,362,381 Class B2 ordinary shares (3.0%) and Hicham Chahine beneficially owns 31,534,504 Class B2 ordinary shares (7.0%). The percentages are calculated using a total of 448,715,515 ordinary shares outstanding as of February 19, 2026.

The filing states DIGLIFE AS is 95.61% owned by Mr. Chahine and provides addresses and citizenship for both reporting persons. The disclosure is limited to ownership counts, voting and dispositive powers, and a joint filing agreement exhibit.

Insights

Governance Analyst

Amendment quantifies control positions: DIGLIFE AS and Hicham Chahine hold Class B2 shares representing 3.0% and 7.0%.

The filing lists precise share counts: 13,362,381 held by DIGLIFE AS and 31,534,504 reported for Hicham Chahine, with sole voting and dispositive power for each position. It also documents that DIGLIFE AS is 95.61% owned by Mr. Chahine.

These figures use a common denominator of 448,715,515 ordinary shares as of February 19, 2026. Subsequent filings would show any changes; timing of any transfers is not disclosed in this excerpt.

Compliance Counsel

Schedule 13G/A amendment clarifies beneficial ownership and authority for reporting persons.

The form records sole voting and dispositive power for the reported Class B2 shares and incorporates a joint filing agreement (Exhibit 99.1). It follows required disclosure structure for ownership, addresses, and citizenship.

Qualifiers and percentage calculations are tied to the issuer's stated outstanding share count as of February 19, 2026. No transaction details or changes in ownership timing are provided here.

FAQ

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

What ownership does DIGLIFE AS report in NIP Group (NIPG)?

DIGLIFE AS reports beneficial ownership of 13,362,381 Class B2 ordinary shares, representing 3.0% of a 448,715,515 share base as of February 19, 2026. The filing shows sole voting and dispositive power for those shares.

How many NIP Group shares does Hicham Chahine beneficially own?

Hicham Chahine beneficially owns 31,534,504 Class B2 ordinary shares, equal to 7.0% of 448,715,515 ordinary shares outstanding as of February 19, 2026. The filing records sole voting and dispositive authority.

On what basis are the ownership percentages calculated in the filing?

Percentages are calculated using a total of 448,715,515 ordinary shares (all classes combined) of the issuer as of February 19, 2026, per the issuer's records cited in the filing's explanatory note.

Does the filing show who controls DIGLIFE AS?

Yes. The filing states DIGLIFE AS is 95.61% owned by Hicham Chahine, linking the corporate holder to Mr. Chahine for purposes of aggregated beneficial ownership disclosure.

What other details does the Schedule 13G/A amendment include?

The amendment provides reporting persons' names, addresses, citizenship, the title of securities (Class A Ordinary Shares), CUSIP, voting/dispositive power counts, and a Joint Filing Agreement (Exhibit 99.1). It does not disclose transaction timing.

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

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Accepted by SEC EDGAR 02/19/2026 - 04:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

NIP Group Inc.

(Name of Issuer)

Class A Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

654503101

(CUSIP Number)

11/07/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 654503101

1

Names of Reporting Persons

DIGLIFE AS

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NORWAY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 13,362,381.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 13,362,381.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,362,381.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.0 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents 13,362,381 Class B2 ordinary shares, which are directly held by DIGLIFE AS, a company registered under the laws of Norway. DIGLIFE AS is 95.61% owned by Hicham Chahine. (2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 448,715,515 ordinary shares (consisting of 365,280,890 Class A ordinary shares, 51,900,121 Class B1 ordinary shares and 31,534,504 Class B2 ordinary shares) of the Issuer as a single class issued and outstanding as of February 19, 2026, according to records of the Issuer.

SCHEDULE 13G

CUSIP No. 654503101

1

Names of Reporting Persons

Hicham Chahine

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NORWAY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 31,534,504.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 31,534,504.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

31,534,504.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.0 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) For Rows 5, 7 and 9: represents (i) 13,362,381 Class B2 ordinary shares, which are directly held by DIGLIFE AS, a company registered under the laws of Norway. DIGLIFE AS is 95.61% owned by Hicham Chahine; and (ii) 18,172,123 Class B2 ordinary shares directly held by Hicham Chahine. (2) For Row 11: the percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 448,715,515 ordinary shares (consisting of 365,280,890 Class A ordinary shares, 51,900,121 Class B1 ordinary shares and 31,534,504 Class B2 ordinary shares) of the Issuer as a single class issued and outstanding as of February 19, 2026, according to records of the Issuer.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NIP Group Inc.
(b)	Address of issuer's principal executive offices: Rosenlundsgatan 31, 11863, Stockholm, Sweden
Item 2.
(a)	Name of person filing: DIGLIFE AS; Hicham Chahine
(b)	Address or principal business office or, if none, residence: DIGLIFE AS: Tors gate 2B, 0260 Oslo, Norway Hicham Chahine: 27 Al Rabat Street, Al Reem Island, Abu Dhabi, United Arab Emirates
(c)	Citizenship: DIGLIFE AS: Norway Hicham Chahine: Norway
(d)	Title of class of securities: Class A Ordinary Shares, par value US$0.0001 per share
(e)	CUSIP No.: 654503101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The responses of each Reporting Person to Row (9) of this Schedule 13G are incorporated by reference in this Item.
(b)	Percent of class: The responses of each Reporting Person to Row (11) of this Schedule 13G are incorporated by reference in this Item.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The responses of each Reporting Person to Row (5) of this Schedule 13G are incorporated by reference in this Item.
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: The responses of each Reporting Person to Row (7) of this Schedule 13G are incorporated by reference in this Item.
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

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.

DIGLIFE AS

Signature:	/s/ Hicham Chahine
Name/Title:	Hicham Chahine / Director
Date:	02/19/2026

Hicham Chahine

Signature:	/s/ Hicham Chahine
Name/Title:	Hicham Chahine
Date:	02/19/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement