Top KingWin (WAI) director granted 27,027 Class A shares as compensation

Rhea-AI Filing Summary

Liao Zhanlin reported acquisition or exercise transactions in this Form 4 filing.

Top KingWin Ltd director Liao Zhanlin received a share grant as compensation. On May 8, 2026, he was awarded 27,027 Class A Ordinary Shares at a value of 2.2200 per share as part of his compensation for the period from October 1, 2025 to March 31, 2026, under his director letter agreement. After this grant, he directly holds 44,628 Class A Ordinary Shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Liao Zhanlin

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Ordinary Shares	27,027	$2.22	$60K

Holdings After Transaction: Class A Ordinary Shares — 44,628 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 27,027 Class A Ordinary Shares Grant price: 2.2200 per share Shares held after grant: 44,628 Class A Ordinary Shares

3 metrics

Shares granted 27,027 Class A Ordinary Shares Grant on May 8, 2026 as director compensation

Grant price 2.2200 per share Reference price for compensation grant

Shares held after grant 44,628 Class A Ordinary Shares Direct holdings following the reported transaction

Key Terms

Class A Ordinary Shares, Grant, award, or other acquisition, director letter agreement, compensation

4 terms

Class A Ordinary Shares financial

"The Reporting Person was issued such class A ordinary shares of Top KingWin Ltd."

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

director letter agreement financial

"pursuant to his director letter agreement with the Company, dated May 31, 2025"

compensation financial

"as part of his compensation for the period from October 1, 2025 to March 31, 2026"

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Form 4 Insider Transactions: What Each Field Means →

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Liao Zhanlin

(Last) (First) (Middle)

ROOM 1304, BUILDING 25, 555 N.PANYU AVE

TIAN'AN HEADQUARTERS CENTER, DONGHUAN ST

(Street)

GUANGZHOU 511400

(City) (State) (Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Top KingWin Ltd [ WAI ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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

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

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

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 A Ordinary Shares	05/08/2026		A		27,027(1)	A	$2.22	44,628	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. The Reporting Person was issued such class A ordinary shares of Top KingWin Ltd. (the "Company"), as part of his compensation for the period from October 1, 2025 to March 31, 2026, pursuant to his director letter agreement with the Company, dated May 31, 2025.

	/s/ Zhanlin Liao	06/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Top KingWin (WAI) report for Liao Zhanlin?

Top KingWin reported that director Liao Zhanlin received 27,027 Class A Ordinary Shares as a grant. The award was part of his director compensation for a specified period, rather than an open-market purchase or sale of shares.

How many Top KingWin (WAI) shares does Liao Zhanlin hold after this grant?

After the compensation grant, Liao Zhanlin directly holds 44,628 Class A Ordinary Shares of Top KingWin. This figure reflects his position immediately following the award reported in the Form 4, providing context for the size of the compensation grant.

Was the Top KingWin (WAI) insider transaction a market buy or sell?

The transaction was not a market buy or sell. It is coded as an “A” transaction, meaning a grant, award, or other acquisition, issued as part of director compensation rather than through open-market trading activity.

What was the reference price for the Top KingWin (WAI) share grant?

The Form 4 lists a transaction price of 2.2200 per Class A Ordinary Share for the 27,027 shares granted. This value quantifies the compensation awarded to director Liao Zhanlin in share terms for the covered service period.

What period of service did the Top KingWin (WAI) share grant compensate?

The share grant compensated director Liao Zhanlin for service from October 1, 2025 to March 31, 2026. The footnote explains that the award was issued under his director letter agreement with Top KingWin dated May 31, 2025.