[144] PubMatic, Inc. SEC Filing

Rhea-AI Filing Summary

Kandi Technologies Group, Inc. (KNDI) filed a Form S-8 to register up to 14,933,440 ordinary shares for equity compensation purposes.

• 730,345 unallocated shares remain available under the amended 2008 Omnibus LTIP.
• 4,203,095 shares are issuable upon exercise of outstanding stock options.
• 10,000,000 shares are reserved for the new 2025-2034 sub-plan.

The company had 82,044,298 shares outstanding on 30 Jul 2025; the newly registered amount represents roughly 18 % potential dilution if fully issued.

Kandi will receive no proceeds from insider resales, though cash from option exercises will fund general corporate needs. A re-offer prospectus allows employees, directors and officers to resell up to 4.2 M shares on Nasdaq (last close $1.12).

No new financial results or guidance are provided; referenced risks mirror those in the 2024 Form 20-F, including PRC regulatory, currency and enforcement uncertainties.

Positive

• Long-term incentive capacity: 10 M additional shares support employee retention and recruitment through 2034.
• Cash inflow potential: Company will receive option exercise proceeds, augmenting working capital without raising debt.
• Regulatory transparency: Re-offer prospectus simplifies insider resale compliance and may enhance trading liquidity.

Negative

• Dilution risk: Up to 14.9 M new shares equal roughly 18 % of current outstanding, potentially pressuring EPS and share price.
• No proceeds from resales: Secondary sales by insiders generate zero cash for the company yet can weigh on market supply.
• Overhang: Immediate registration of 4.2 M insider shares could signal forthcoming selling activity.

Insights

Financial Analyst

TL;DR: Registration adds up to 18% share overhang; neutral cash impact; helps retain talent but could pressure stock.

Detail: Form S-8 covers 14.9 M shares, materially enlarging the share pool of 82 M outstanding. While option exercise proceeds provide incremental working-capital cash, the company receives nothing from secondary resales. The filing contains no new operating data, so valuation is unaffected today; however, potential dilution and insider selling may cap upside until absorbed by the market. Overall, impact is modestly dilutive yet strategically necessary to attract key staff during the pivot to electric off-road vehicles.

Corporate Governance Specialist

TL;DR: Expanded incentive plan aligns management interests but raises dilution and governance monitoring needs.

The registration enables continued equity-based compensation through 2034, important for a China-based issuer competing for technical talent. Inclusion of a F-3 re-offer prospectus increases transparency by pre-clearing insider resales, reducing 144 complexity. Nevertheless, authorizing shares equal to ~18 % of the float without explicit shareholder approval heightens dilution risk. Investors should watch award vesting terms, option strike levels, and board oversight to ensure grants remain performance-linked.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	44000	489280	40265869	08/01/2025	NASD

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/01/2025	Acquired upon option exercise	Issuer			44000	08/01/2025	Option exercise

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Goel Family Trust DTD 09/25/2012 601 Marshall Street Redwood City CA 94063	Common	05/05/2025	25000	243500
Goel Family Trust DTD 09/25/2012 601 Marshall Street Redwood City CA 94063	Common	06/02/2025	25000	297000
Goel Family Trust DTD 09/25/2012 601 Marshall Street Redwood City CA 94063	Common	06/09/2025	35703	432995
Goel Family Trust DTD 09/25/2012 601 Marshall Street Redwood City CA 94063	Common	06/09/2025	8297	100623
Goel Family Trust DTD 09/25/2012 601 Marshall Street Redwood City CA 94063	Common	06/23/2025	44000	488840
Goel Family Trust DTD 09/25/2012 601 Marshall Street Redwood City CA 94063	Common	07/07/2025	11485	143923.13
Goel Family Trust DTD 09/25/2012 601 Marshall Street Redwood City CA 94063	Common	07/07/2025	32515	407458.47
Goel Family Trust DTD 09/25/2012 601 Marshall Street Redwood City CA 94063	Common	07/21/2025	44000	563252.8

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many new KNDI shares are being registered under this Form S-8?

A total of 14,933,440 ordinary shares are being registered: 730,345 unallocated, 4,203,095 option shares, and 10,000,000 for the 2025-2034 plan.

What percentage of KNDI's outstanding shares could this registration dilute?

If fully issued, the registered shares equal about 18 % of the 82,044,298 shares outstanding as of July 30 2025.

Will Kandi Technologies receive cash from the sale of these shares?

Kandi will not receive proceeds from insider resales, but it will obtain cash when employees exercise stock options.

What is the last reported Nasdaq price for KNDI shares?

The last reported sale price on 31 Jul 2025 was $1.12 per share.

Why include a re-offer prospectus in the S-8 filing?

It allows eligible insiders to resell up to 4.2 M shares to the public without further SEC registration, providing liquidity and compliance clarity.

What risks are highlighted in connection with this filing?

The prospectus references risks from the 2024 Form 20-F, including PRC regulatory uncertainties, currency controls, and market competition.