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TGE (NYSE: TGE) launches US$10M buyback as insiders agree to 2-year lock-up

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

The Generation Essentials Group reported that its board approved a share repurchase program authorizing buybacks of up to US$10 million of ordinary shares. The company plans to fund repurchases from its existing cash balance and execute them in the open market or other permitted transactions under applicable rules.

After several hotel acquisitions, TGE estimates total assets of about US$1.7 billion, a 17.7% increase over audited assets as of December 31, 2025, and net assets of roughly US$971 million, up 15.8%. The board believes the shares are drastically undervalued and views the buyback as a way to enhance shareholder value.

At the same time, controlling shareholder AMTD Digital Inc., together with directors and management, has voluntarily agreed not to sell any TGE shares for two years from this announcement, signaling a long-term commitment and confidence in TGE’s prospects, asset base, and capital position.

Positive

  • US$10 million share repurchase authorization funded from existing cash, targeted while the board believes TGE shares trade at a significant discount to asset-based values, indicating confidence in intrinsic value.
  • Stronger balance sheet metrics with estimated total assets around US$1.7 billion (up 17.7%) and net assets about US$971 million (up 15.8%) after hotel acquisitions, highlighting expanded asset base.
  • Two-year voluntary lock-up by controlling shareholder AMTD Digital Inc., directors, and management, removing insider selling overhang and underscoring long-term commitment to TGE.

Negative

  • None.

Insights

TGE pairs a US$10M buyback with strong asset growth and a two-year insider lock-up.

The Generation Essentials Group authorized a share repurchase program of up to US$10 million, funded from existing cash. Buybacks reduce public float when executed and often concentrate ownership, which can benefit remaining holders if the shares trade below asset value.

Following several hotel acquisitions, TGE estimates total assets of about US$1.7 billion, up 17.7% from audited levels at December 31, 2025, and net assets near US$971 million, a 15.8% increase. The board explicitly states that current prices are at a significant discount to asset-based metrics, framing the program as value-enhancing.

The concurrent two-year voluntary lock-up by controlling shareholder AMTD Digital Inc., directors, and management limits insider selling pressure and aligns them with long-term performance. Actual market impact will depend on the pace of repurchases under Rule 10b-18 and/or Rule 10b5-1 and future disclosures on execution.

Share repurchase authorization US$10 million Maximum amount of ordinary shares TGE may repurchase
Estimated total assets US$1.7 billion After several hotel acquisitions; 17.7% above 12/31/2025 audited total assets
Total asset growth 17.7% Increase versus audited total asset value as of December 31, 2025
Estimated net assets US$971 million Expected level after acquisitions; 15.8% above year-end audited net assets
Net asset growth 15.8% Increase over audited net asset value at December 31, 2025
Voluntary lock-up period Two years Controlling shareholder, directors and management agreed not to sell TGE shares
share repurchase program financial
"TGE’s Board of Directors has approved a share repurchase program under which TGE may repurchase up to US$10 million"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
Rule 10b-18 regulatory
"The timing and dollar amount of repurchase transactions will be subject to the Securities and Exchange Commission Rule 10b-18"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
Rule 10b5-1 regulatory
"The timing and dollar amount of repurchase transactions will be subject to the Securities and Exchange Commission Rule 10b-18 and/or Rule 10b5-1 requirements"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
voluntary lock-up financial
"controlling shareholder, AMTD Digital Inc., directors, and management team have voluntarily agreed not to sell any of their TGE shares for two years"
safe harbor regulatory
"This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions"
Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.
SPAC sponsor manager financial
"TGE is a special purpose acquisition company (SPAC) sponsor manager, with its first SPAC successfully raised and priced"
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Form 6-K: How Foreign Companies Report to the SEC →

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2026

 

Commission File Number: 001-42686

 

 

 

The Generation Essentials Group

(Translation of registrant’s name into English)

 

 

 

66 rue Jean-Jacques Rousseau

75001 Paris

France

(Address of principal executive office)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x         Form 40-F ☐

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   TGE Announces Share Repurchase Program and Voluntary Lock-Up by Controlling Shareholder

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  The Generation Essentials Group
     
  By: /s/ Feridun Hamdullahpur
  Name: Dr. Feridun Hamdullahpur
  Title: Director

 

Date: June 18, 2026

 

 

 

Exhibit 99.1

 

TGE Announces Share Repurchase Program and Voluntary Lock-Up by Controlling Shareholder

 

NEW YORK & LONDON -- The Generation Essentials Group (“TGE”) (NYSE: TGE; LSE: TGE), a subsidiary of AMTD Digital Inc. (NYSE: HKD), announces that TGE’s Board of Directors has approved a share repurchase program under which TGE may repurchase up to US$10 million of its ordinary shares.

 

TGE’s proposed repurchases may be made from time to time in the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations. The timing and dollar amount of repurchase transactions will be subject to the Securities and Exchange Commission Rule 10b-18 and/or Rule 10b5-1 requirements. TGE’s board of directors may review the share repurchase program periodically and may authorize adjustment of its terms and size. TGE expects to fund the repurchases out of its existing cash balance.

 

Upon completion of several hotel acquisitions, TGE’s total asset value of approximately US$1.7 billion, represent a 17.7% increase over the audited total asset value as of December 31, 2025. Its net assets are expected to approximate US$971 million, a 15.8% increase over the audited year-end net asset value. 

 

The Board believes that TGE’s shares are drastically undervalued, given that current share prices are trading at a significant discount relative to net asset and total asset values per share.

 

The new share repurchase program is intended to enhance shareholder value and demonstrate the Board’s confidence in TGE’s long-term prospects, asset strengths, and robust capital position.

 

Concurrently, TGE announced that its controlling shareholder, AMTD Digital Inc., directors, and management team have voluntarily agreed not to sell any of their TGE shares for two years from the date of this announcement, further reinforcing their long-term commitment to and confidence in TGE.

 

About AMTD Group

 

AMTD Group is a conglomerate with a core business portfolio spanning across media and entertainment, education and training, and premium assets and hospitality sectors.

 

About AMTD IDEA Group

 

AMTD IDEA Group (NYSE: AMTD; SGX: HKB) represents a diversified institution and digital solutions conglomerate group, connecting companies and investors with global markets. Its comprehensive one-stop business services plus digital solutions platform addresses different clients’ diverse and inter-connected business needs and digital requirements across all phases of their life cycles. AMTD IDEA Group is uniquely positioned as an active super connector between clients, business partners, investee companies, and investors, connecting the East and the West. For more information, please visit www.amtdinc.com or follow us on X (formerly known as “Twitter”) at @AMTDGroup.

 

About AMTD Digital Inc.

 

AMTD Digital Inc. (NYSE: HKD) is a comprehensive digital solutions platform headquartered in France. Its one-stop digital solutions platform operates key business lines including digital media, content and marketing services, investments as well as hospitality and VIP services. For AMTD Digital’s announcements, please visit https://ir.amtdigital.net/investor-news.

 

 

 

About The Generation Essentials Group

 

The Generation Essentials Group (NYSE: TGE; LSE: TGE), jointly established by AMTD Group, AMTD IDEA Group (NYSE: AMTD; SGX: HKB) and AMTD Digital Inc. (NYSE: HKD), is headquartered in France and focuses on global strategies and developments in multi-media, entertainment, and cultural affairs worldwide as well as hospitality and VIP services. TGE comprises L’Officiel, The Art Newspaper, movie and entertainment projects. Collectively, TGE is a diversified portfolio of media and entertainment businesses, and a global portfolio of premium properties. Also, TGE is a special purpose acquisition company (SPAC) sponsor manager, with its first SPAC successfully raised and priced on December 18, 2025.

 

Safe Harbor Statement

 

This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor”provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,”“anticipates,” “aims,” “future,” “intends,” “plans,” “believes,”“estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about the beliefs, plans, and expectations of AMTD IDEA Group, AMTD Digital and/or The Generation Essentials Group, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the filings of AMTD IDEA Group, AMTD Digital and The Generation Essentials Group with the SEC. All information provided in this press release is as of the date of this press release, and none of AMTD IDEA Group, AMTD Digital and The Generation Essentials Group undertakes any obligation to update any forward-looking statement, except as required under applicable law.

 

For more information, please contact:

 

For AMTD IDEA Group:

 

IR Office

AMTD IDEA Group

EMAIL: ir@amtdinc.com

 

For AMTD Digital Inc.:

 

IR Office

AMTD Digital Inc.

EMAIL: ir@amtdigital.net

 

For The Generation Essentials Group:

 

IR Office

The Generation Essentials Group

EMAIL: ir@tge.media

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What share repurchase program did TGE (symbol TGE) announce?

The Generation Essentials Group authorized a share repurchase program of up to US$10 million of its ordinary shares. Repurchases may occur in open-market trades, block deals, or other lawful methods, funded entirely from the company’s existing cash balance, subject to Rule 10b-18 and/or Rule 10b5-1.

How have TGE’s assets changed following recent hotel acquisitions?

After several hotel acquisitions, TGE estimates total assets of about US$1.7 billion, a 17.7% increase over audited assets as of December 31, 2025. Net assets are expected to approximate US$971 million, representing a 15.8% increase over audited year-end net asset value.

Why does TGE’s board believe the shares are undervalued?

TGE’s board believes its shares are drastically undervalued because current market prices trade at a significant discount to net asset value and total asset value per share. The board states the buyback is intended to enhance shareholder value and reflect confidence in TGE’s long-term prospects.

What voluntary lock-up did TGE and AMTD Digital Inc. agree to?

TGE disclosed that its controlling shareholder AMTD Digital Inc., along with directors and management, voluntarily agreed not to sell any TGE shares for two years from the announcement date. This lock-up is presented as reinforcing their long-term commitment and confidence in the company.

How will TGE fund its US$10 million share repurchase program?

TGE stated it expects to fund the up to US$10 million share repurchase program from its existing cash balance. The company did not indicate any need for external financing, and repurchases will follow applicable rules, including SEC Rule 10b-18 and/or Rule 10b5-1.

What sectors and businesses are included in The Generation Essentials Group (TGE)?

TGE focuses on multi-media, entertainment, cultural affairs, hospitality, and VIP services. Its portfolio includes L’Officiel, The Art Newspaper, movie and entertainment projects, and premium properties, and it also acts as a SPAC sponsor manager with a first SPAC raised in December 2025.

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