SCHEDULE: Galkin Family Consolidates Significant 11.4% Stake in Newegg Commerce, Inc.

Vladimir and Angelica Galkin have consolidated their beneficial ownership of Newegg Commerce, Inc. common shares, now holding 11.4% of the outstanding stock directly in a joint account, following a transfer from the Angelica Galkin Revocable Trust.

Summary

• Vladimir Galkin and Angelica Galkin, as husband and wife, now jointly beneficially own 2,222,222 shares of Newegg Commerce, Inc. Common Stock.
• This represents approximately 11.4% of the Issuer's outstanding Common Stock, based on 19,478,394 shares outstanding as of December 31, 2024.
• On July 10, 2025, the Angelica Galkin Revocable Trust transferred all of its 2,222,222 shares of Common Stock to a joint account held by Vladimir Galkin and Angelica Galkin.
• As a result of this transfer, the Galkin Revocable Trust ceased to be a beneficial owner of more than 5% of the outstanding shares.
• The shares held in the Galkins' joint account are no longer held in a margin account or pledged as collateral security, unlike some previous holdings by the Trust.
• Approximately $21,981,825 was paid to acquire the 2,222,222 shares of Common Stock reported.
• Approximately $2,387,051 was received from the sale of 161,274 shares of Common Stock by the Galkin Revocable Trust during the past 60 days.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. While it's a technical filing, the consolidation of a significant stake by key individuals and the removal of margin debt from the holding indicate a stable, long-term commitment to the investment, which can be viewed favorably by the market.

Positives

• The Galkin family maintains a significant beneficial ownership stake of 11.4% in Newegg Commerce, Inc., indicating continued conviction in the company.
• The 2,222,222 shares are now held in a joint account and are no longer subject to margin account borrowings or pledged as collateral, reducing financial leverage risk associated with this specific holding.

Negatives

• The Angelica Galkin Revocable Trust sold 161,274 shares for approximately $2,387,051 during the past 60 days, although this was offset by larger purchases.

Future Outlook

NA

Industry Context

This filing is a routine disclosure of a change in beneficial ownership structure by a significant shareholder, rather than an operational or strategic announcement by the company itself. It does not provide direct insights into broader industry trends or competitive landscape.

Legal Proceedings

• No Reporting Person has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
• No Reporting Person has, during the last five (5) years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Related Party Transactions

• On July 10, 2025, the Angelica Galkin Revocable Trust transferred 2,222,222 shares of Common Stock (representing all of its shares) to a joint account held by Vladimir Galkin and Angelica Galkin. This is a transaction between related parties (the trust and its beneficiaries/trustee).

Stakeholder Impact

• Shareholders: Provides clarity on the beneficial ownership structure of a significant block of shares, confirming that a substantial insider stake remains consolidated within the Galkin family, potentially signaling long-term commitment.

Key Dates

Keywords

Newegg Commerce Inc., Schedule 13D, Beneficial Ownership, Insider Ownership, Vladimir Galkin, Angelica Galkin, Common Shares, SEC Filing, Share Transfer