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.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Director Employment Agreement |
| 10.2 |
|
Form of Independent Director Offer Letter |
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 |
| |
|
|
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By: |
/s/ Kim Kwan Kings, WONG |
| |
Name: |
Kim Kwan Kings, WONG |
| |
Title: |
Chief Executive Officer and Chairman |
