SCHEDULE: Galkin Family Increases Stake in Newegg Commerce to 11.4%

Vladimir and Angelica Galkin, through their revocable trust, have significantly increased their beneficial ownership in Newegg Commerce, Inc. to 11.4% of outstanding common shares, investing approximately $22 million.

Summary

• Vladimir Galkin, Angelica Galkin, and the Angelica Galkin Revocable Trust (collectively, the "Reporting Persons") have reported beneficial ownership of 2,222,222 common shares of Newegg Commerce, Inc.
• This represents approximately 11.4% of the outstanding common shares of Newegg Commerce, Inc., based on 19,478,394 shares outstanding as of December 31, 2024, as reported in the Issuer's Annual Report on Form 20-F.
• The Galkin Revocable Trust acquired these shares using cash from its capital account and margin account borrowings.
• A total of approximately $21,981,825 was paid to acquire the reported shares.
• Transactions during the past 60 days included numerous open market purchases and a few sales by the Galkin Revocable Trust, with purchase prices ranging from $5.10 to $21.77 per share and sale prices ranging from $14.44 to $15.55 per share.

Sentiment

Score: 7

Explanation: The document is a factual disclosure of a significant ownership stake by a group of investors. The substantial investment by the Galkin family, totaling nearly $22 million, could be viewed positively as a vote of confidence in Newegg Commerce, Inc. However, the use of margin borrowing introduces a degree of financial risk for the reporting persons.

Positives

• A significant increase in beneficial ownership by Vladimir and Angelica Galkin and their trust, indicating strong confidence in Newegg Commerce, Inc.
• The acquisition of shares totaling approximately $21,981,825 demonstrates a substantial financial commitment to the company.

Negatives

• A portion of the share purchases was financed through margin account borrowings, which introduces financial leverage and associated risks for the reporting persons.

Risks

• Positions held in margin accounts are pledged as collateral security for the repayment of debit balances, exposing the shares to potential margin calls or forced sales if the stock price declines.
• It is not possible to determine the exact amounts of margin used to purchase the reported shares, as other securities are also held in the same margin accounts.

Future Outlook

The document does not contain any forward-looking statements or guidance from Newegg Commerce, Inc. or the reporting persons regarding the company's future performance or strategic direction.

Industry Context

This filing reflects a significant individual investor's increased stake in Newegg Commerce, Inc., an e-commerce company. While not directly indicative of broader industry trends, substantial insider or large shareholder accumulation can sometimes signal confidence in the company's position within the competitive e-commerce landscape, which is characterized by intense competition and evolving consumer preferences.

Comparison to Industry Standards

• This document is a disclosure of beneficial ownership by a specific group of investors and does not provide financial or operational results that can be directly compared to industry standards or specific comparable companies/projects. It focuses solely on the ownership stake and related transactions.

Related Party Transactions

• The filing is made jointly by Vladimir Galkin, Angelica Galkin (husband and wife), and the Angelica Galkin Revocable Trust, dated April 21, 2018. Angelica Galkin is the sole trustee and beneficiary of the trust. Vladimir Galkin and Angelica Galkin have shared voting and dispositive power over the 2,222,222 shares held by the trust, indicating a coordinated beneficial ownership among related individuals and their trust.

Stakeholder Impact

• Shareholders: The disclosure of a significant ownership stake by the Galkin family could be perceived as a positive signal of investor confidence, potentially influencing other investors' perceptions of the company's value.
• Creditors: The use of margin accounts by the Galkin Revocable Trust means that the shares are pledged as collateral, which could affect the reporting persons' financial standing but does not directly impact Newegg Commerce, Inc.'s creditors.

Next Steps

• The document does not explicitly mention future actions, events, or milestones for Newegg Commerce, Inc. or the reporting persons beyond the ongoing beneficial ownership.

Key Dates

Keywords

Newegg Commerce, SEC filing, Schedule 13D, beneficial ownership, common shares, stock acquisition, Galkin, Angelica Galkin Revocable Trust, margin borrowing, investment, e-commerce