RichTech COO Phil Zheng sells 100K Class B shares; retains 1M

Rhea-AI Filing Summary

Phil Zheng, Chief Operating Officer and director of RichTech Robotics Inc. (RR), reported a sale of 100,000 Class B common shares on 09/22/2025. The shares were sold in the open market in multiple trades at prices ranging from $4.385 to $5.57, with a weighted-average price of $5.1122. The filing states these shares were originally acquired by the reporting person in November 2023. After the reported sale, the reporting person beneficially owns 1,000,000 Class B shares directly. The Form 4 is signed by Phil Zheng on 09/24/2025.

Positive

• Continued significant ownership: Reporting person retains 1,000,000 Class B shares after the sale, indicating ongoing alignment with shareholders.
• Transparent pricing disclosure: Filing provides execution price range and a weighted-average price of $5.1122 and offers to supply trade-level details on request.

Negative

• Insider sale disclosed: 100,000 Class B shares were sold on 09/22/2025, which may be viewed negatively by some investors.
• No stated purpose: The filing does not disclose the reason for the sale or the gross proceeds received.

Insights

Corporate Governance Expert

TL;DR: Insider sold a portion of previously held shares but retains material ownership, suggesting routine liquidity rather than a complete exit.

The sale of 100,000 Class B shares by the COO and director was executed in the open market and involved shares acquired in November 2023. The insider continues to hold 1,000,000 Class B shares directly after the transaction, indicating ongoing significant ownership and alignment with shareholders. The filing provides transaction price range and weighted-average price but does not disclose proceeds or purpose of sale.

Securities Analyst

TL;DR: A modest insider sale occurred at a weighted-average of $5.1122; remaining ownership is sizable at 1,000,000 shares.

The 100,000-share disposition represents a measurable transaction size but not a controlling divestiture given the post-sale 1,000,000-share holding. Price details are explicit: execution range $4.385 to $5.57, weighted-average $5.1122. The report confirms open-market execution and offers to provide trade-level details on request. No additional financial metrics or motives are disclosed in the filing.

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).

1. Name and Address of Reporting Person^*

Zheng Phil

(Last) (First) (Middle)

2975 LINCOLN RD

(Street)

LAS VEGAS NV 89115

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RICHTECH ROBOTICS INC. [ RR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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

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

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

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 B Common Stock	09/22/2025		S		100,000(1)	D	$5.11(2)	1,000,000	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. Represents shares previously acquired by the Reporting Person in November 2023.

2. This sale was executed in multiple trades during the day at prices ranging from $4.385 to $5.57. The weighted-average price is $5.1122. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected. Shares were sold in the open market.

	/s/ Phil Zheng	09/24/2025
	** 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.

FAQ

What did Phil Zheng sell and when (RR)?

The filing shows Phil Zheng sold 100,000 Class B common shares on 09/22/2025.

At what price were the RR shares sold?

Trades executed between $4.385 and $5.57, with a weighted-average price of $5.1122.

How many RR shares does the reporting person own after the sale?

The Form 4 reports 1,000,000 Class B shares beneficially owned directly following the transaction.

Were the RR shares sold in a private transaction or on the open market?

The filing states the shares were sold in the open market in multiple trades.

When was the Form 4 signed and filed?

The signature on the Form 4 is dated 09/24/2025.