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TOP Financial Group reports 124M shares outstanding

TOP Financial Group Limited announced an updated share capital structure, reporting 123,706,506 ordinary shares outstanding across all classes as of October 13, 2026.

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Form Type
8-K

Rhea-AI Filing Summary

TOP Financial Group Limited announced an updated share capital structure, reporting 123,706,506 ordinary shares outstanding across all classes as of October 13, 2026. Class A ordinary shares outstanding were 121,706,506, and Class B ordinary shares outstanding were 2,000,000.

The company estimated its free public float at 100,867,842 Class A ordinary shares. It classified 20,838,664 Class A ordinary shares as restricted securities or shares held by company affiliates.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Total ordinary shares outstanding 123,706,506 ordinary shares Across all classes as of October 13, 2026
Class A ordinary shares outstanding 121,706,506 shares As of October 13, 2026
Class B ordinary shares outstanding 2,000,000 shares As of October 13, 2026
Free public float 100,867,842 Class A ordinary shares Estimated; as of October 13, 2026
Restricted Class A ordinary shares 20,838,664 shares Restricted securities or held by company affiliates; as of October 13, 2026
Free Public Float financial
"Total Non-Restricted (Free Public Float) Shares"
The portion of a company's outstanding shares that is available for trading by the general public because it is not held by insiders, controlling shareholders, governments, employees under long-term lockups, or other restricted holders. Calculated by subtracting locked-up, strategic, restricted, and treasury shares from total outstanding shares, it represents the supply of shares that can change hands on the open market; exact exclusions and the calculation method can vary by exchange or jurisdiction.
restricted securities regulatory
"restricted securities or are held by affiliates"
Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.
share capital profile financial
"the Company’s share capital profile is categorized"

FAQ

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

How many TOP shares were outstanding as of October 13, 2026?

TOP Financial Group Limited reported 123,706,506 ordinary shares outstanding across all classes as of October 13, 2026: 121,706,506 Class A ordinary shares and 2,000,000 Class B ordinary shares.

What was TOP's estimated public float?

The company estimated its free public float at 100,867,842 Class A ordinary shares as of October 13, 2026. It classified 20,838,664 Class A ordinary shares as restricted securities or shares held by company affiliates.

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

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 16, 2026

 

TOP FINANCIAL GROUP LIMITED
(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-41407   N/A
(State or Other Jurisdiction   (Commission File Number)   (I.R.S. Employer
of Incorporation)       Identification No.)

 

4201 Main Street, Suite 200,

Houston, Texas 77002

(Address of Principal Executive Office) (Zip Code)

 

+1 (832) 680-5068

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Ordinary Shares, par value $0.005 per share   TOP   The Nasdaq Stock Market LLC (Nasdaq Capital Market)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On October 16, 2026, TOP Financial Group Limited, a Cayman Islands exempted company (the “Company”), issued a press release announcing its updated share capital structure, including the number of Class A ordinary shares and Class B ordinary shares outstanding and its estimated public float. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

 

The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release, dated October 16, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

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.

 

Date: October 16, 2026 TOP Financial Group Limited
   
  By: /s/ Jennifer H.L. Tam
  Name:  Jennifer H.L. Tam
  Title: Co-Chief Executive Officer

 

2

 

Exhibit 99.1

 

 

TOP Financial Group Limited Announces Updated Share Capital Structure and Free Public Float

 

HOUSTON, Texas, Oct. 16, 2026 (GLOBE NEWSWIRE) -- TOP Financial Group Limited (NASDAQ: TOP, “TOP” or the “Company”), a fast-growing online brokerage firm specializing in local and foreign equities, futures, and options products, today announced its updated share capital configuration, details regarding outstanding ordinary shares, and the company’s estimated free public floating shares.

 

As of October 13, 2026, the Company’s share capital profile is categorized across its active security lines as follows:

 

Total Outstanding Shares: 123,706,506 ordinary shares across all classes.

 

Class A shares: 121,706,506 outstanding shares.

 

Class B shares: 2,000,000 outstanding shares.

 

Total Non-Restricted (Free Public Float) Shares: 100,867,842 Class A ordinary shares.

 

Total Restricted Shares: 20,838,664 Class A ordinary shares that are restricted securities or are held by affiliates of the Company.

 

This disclosure aligns with the Company’s continuous dedication to maintaining maximum market transparency, providing the public, shareholders, and potential investors with clear metrics regarding the active liquidity and distribution of its shares.

 

About TOP Financial Group Limited

 

The Company, through its operating subsidiaries, provides diversified services including online brokerage platforms specializing in the trading of local and foreign equities, futures, and options products, assets and funds management services, trading solutions services, money lending services, trust services, investor relations and public relations services. In addition, the Company has also entered into artificial intelligence (AI) business segments.

 

 

 

The operating subsidiaries, Zhong Yang Securities Limited and Zhong Yang Capital Limited are licensed with the Securities and Futures Commission of Hong Kong (“HKSFC”) to carry out type 1 (dealing in securities), type 2 (dealing in futures contracts) regulated activities, and are licensed with the HKSFC to carry out type 4 (advising on securities), type 5 (advising on futures contracts), and type 9 (asset management) regulated activities in Hong Kong. TOP completed its acquisition of Australia licensed company TOP 500 Sec Pty Ltd. The subsidiary will be able to provide dealing services in derivatives and foreign exchange contracts, and financial product advice for derivatives, foreign exchange contracts, debentures, stocks or bonds. TOP established TOP Financial Pte Ltd under the laws of Singapore. The Singapore subsidiary acquired the CMS license from the Monetary Authority of Singapore (“MAS”) to carry out regulated activities in dealing in capital markets products. The operating subsidiary, WIN100 TECH Limited, is a Fintech development and IT support company. It provides trading solutions for clients trading on the world’s major derivatives and stock exchanges. Winrich Finance Limited was formed under the laws of Hong Kong and is a licensed money lending company governed by the Money Lenders Ordinance. Winrich Trust Limited was formed under the laws of Hong Kong to provide trust services to clients. TOP also completed its acquisition of Zhong Yang Financial Services Limited formed under the laws of Hong Kong to provide investor relations and public relations services. The subsidiary has acquired the TCSP license registered with the Companies Registry of Hong Kong. For more information, please visit http://www.zyfgl.com/.

 

Forward-Looking Statements

 

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and general market conditions, and other factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K and other filings with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

 

For more information, please contact:

 

Investor Relations:

 

ZYIR Limited

 

Ms. Choy Yuen Yin Clare, Director

 

IR Department

 

Email: IR@top500.com

 

 

 

Filing Exhibits & Attachments

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