Top Wealth Group shifts director roles, adds independent

Top Wealth Group Holding Limited reported changes to its board structure and committee assignments.

Rhea-AI Filing Summary

Top Wealth Group Holding Limited reported changes to its board structure and committee assignments. Effective February 23, 2026, Mr. Yuen Cheong Carp, Lee ceased serving as an independent director and committee member and was redesignated as an executive director of the company.

On the same date, the board appointed Ms. Sze Man, Cheung as an independent director, chairwoman of the Compensation Committee, and member of both the Audit and Nominating Committees, filling the vacancy created by Mr. Lee’s redesignation. The company states that Ms. Cheung meets Nasdaq independence requirements and notes that she has no family relationships with its executive officers or directors and no related-party transactions with the company in the past two years.

FAQ

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What board changes did Top Wealth Group Holding Limited (TWG) announce in this Form 6-K?

Top Wealth Group Holding Limited redesignated Mr. Yuen Cheong Carp, Lee from independent director to executive director and appointed Ms. Sze Man, Cheung as an independent director. She also became chairwoman of the Compensation Committee and a member of the Audit and Nominating Committees.

What roles did Mr. Yuen Cheong Carp, Lee hold at TWG before his redesignation?

Before his redesignation, Mr. Yuen Cheong Carp, Lee served as an independent director, chairman of the Compensation Committee, and a member of both the Audit Committee and the Nominating Committee. Effective February 23, 2026, he transitioned to the role of executive director of the company.

What position does Ms. Sze Man, Cheung now hold at Top Wealth Group Holding Limited (TWG)?

Ms. Sze Man, Cheung was appointed as an independent director of Top Wealth Group Holding Limited. She also serves as chairwoman of the Compensation Committee and as a member of the Audit Committee and Nominating Committee, filling the positions previously held by Mr. Lee.

Does Ms. Sze Man, Cheung meet Nasdaq independence requirements for TWG’s board?

The company states that Ms. Sze Man, Cheung meets the Nasdaq Stock Market independence requirements. This means she is considered independent under Nasdaq’s rules while serving as an independent director and as a member of key board committees at Top Wealth Group Holding Limited.

Does Ms. Sze Man, Cheung have related-party transactions with Top Wealth Group Holding Limited?

The company reports that there have been no transactions in the past two years involving Top Wealth Group Holding Limited or its subsidiaries in which Ms. Sze Man, Cheung had, or will have, a direct or indirect material interest, indicating no disclosed related-party dealings.

What is Ms. Sze Man, Cheung’s professional background before joining TWG’s board?

Ms. Cheung has over 10 years of experience in fine gourmet and luxury goods, retail management, and wealth management. She held roles at Park Fair, Wanko Limited, and FTLife Insurance Company Limited, focusing on regional sales, retail operations, and team management responsibilities.

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Accepted by SEC EDGAR 02/23/2026 - 04:00 PM Learn about SEC filing dates

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 February 2026

Commission File Number: 001-42014

TOP WEALTH GROUP HOLDING LIMITED

(Translation of registrant’s name into English)

Units 714 & 715

7F, Hong Kong Plaza

Connaught Road West

Hong Kong

Tel: +852 36158567

(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 ☒       Form 40-F ☐

Redesignation of Directors or Certain Officers; Appointment of Directors or Certain Officers; Compensatory Arrangements of Directors or Certain Officers.

Yuen Cheong Carp, LEE

Effective on February 23, 2026, Mr. Yuen Cheong Carp, LEE (“Mr. Lee”), an independent director, chairman of the Compensation Committee, member of the Audit Committee and member of the Nominating Committee of Top Wealth Group Holding Limited (the “Company”) ceased to hold the above positions and was redesignated as an executive director of the Company.

Sze Man, CHEUNG

Effective on February 23, 2026, the Board of Directors (the “Board”) of the Company approved the appointment of Ms. Sze Man, CHEUNG (“Ms. Cheung”) as an independent director, chairwoman of the Compensation Committee, member of the Audit Committee and member of the Nominating Committee of the Company, to fill the vacancy of Mr. Lee. Ms. Cheung meets the Nasdaq Stock Market independence requirements.

Ms. Cheung, aged 40, has over 10 years of specialized experience in the fine gourmet and luxury goods industry. She has a robust background as a strategic regional manager and high performance retail shop expert. From 2019 to 2025, she was the brand manager of Park Fair, where she was responsible for directing regional sales operations for multiple outlets specializing in fine gourmet and luxury goods, ensuring consistent growth and market expansion. From 2015 to 2019, she was a retail manager holding sales leadership roles at Wanko Limited, a Hong Kong-based fashion brand, and was responsible for leveraging extensive management experience in strategic planning and high-level sales execution to drive brand awareness and profitability. From 2012 to 2015, she was a wealth management manager at FTLife Insurance Company Limited, where she managed a multi-district team of ambassadors, overseeing recruitment, training and strategic scheduling.

Ms. Cheung has no family relationships with any of the executive officers or directors of the Company. There have been no transactions in the past two years to which the Company or any of its subsidiaries was or is to be a party, in which Ms. Cheung had, or will have, a direct or indirect material interest.

1

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Director Employment Agreement
10.2		Form of Independent Director Offer Letter

2

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: February 23, 2026	Top Wealth Group Holding Limited
	By:	/s/ Kim Kwan Kings, WONG
	Name:	Kim Kwan Kings, WONG
	Title:	Chief Executive Officer and Chairman

3

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 FORM OF DIRECTOR EMPLOYMENT AGREEMENT 58.5 KB
• EX-10.2 FORM OF INDEPENDENT DIRECTOR OFFER LETTER 33.2 KB