SCHEDULE: Galkin Family Increases Stake in Newegg Commerce to 17.1%

Vladimir and Angelica Galkin have significantly increased their beneficial ownership in Newegg Commerce, Inc. to 17.1% of outstanding common shares, consolidating their holdings into a joint account.

Summary

• Vladimir Galkin and Angelica Galkin (the "Reporting Persons") jointly filed Amendment No. 7 to Schedule 13D regarding their beneficial ownership of Newegg Commerce, Inc. common shares.
• The Reporting Persons beneficially own 3,333,333 shares of Common Stock, representing approximately 17.1% of Newegg Commerce, Inc.'s outstanding shares.
• This percentage is based on 19,478,394 shares outstanding as of December 31, 2024, as reported in Newegg's Annual Report on Form 20-F.
• The shares are held jointly by Vladimir Galkin and Angelica Galkin, who have shared voting and dispositive power over all 3,333,333 shares.
• Initially, the Galkin Revocable Trust purchased 2,222,222 shares using cash and margin.
• On July 10, 2025, the Trust transferred these 2,222,222 shares to a joint account held by Vladimir and Angelica Galkin.
• Subsequently, the Galkins used their own investment capital to purchase an additional 1,111,111 shares.
• The current holdings of 3,333,333 shares are not held in a margin account or pledged as collateral.
• Approximately $60,551,213 was paid to acquire 3,494,607 shares, and $2,387,051 was received from the sale of 161,274 shares, resulting in a net ownership of 3,333,333 shares.
• Transactions over the past 60 days included numerous purchases by the Galkin Revocable Trust and then by Vladimir & Angelica Galkin, with prices ranging from $5.24 to $47.16 per share, and a few sales by the Galkin Revocable Trust at prices around $14-$15 per share.

Sentiment

Score: 7

Explanation: The filing indicates a strong, increasing conviction by significant individual shareholders in Newegg Commerce, Inc., as evidenced by their continued accumulation of shares and consolidation of holdings outside of margin accounts. This suggests a positive long-term view from these investors.

Positives

• Significant increase in beneficial ownership by key individuals, indicating strong conviction in the company's future.
• Consolidation of holdings into a joint account and use of personal investment capital for recent purchases suggests a long-term, unencumbered investment strategy.
• The current holdings are not held in a margin account or pledged, reducing financial leverage risk for this specific stake.

Risks

• Concentrated ownership by a single family could influence corporate governance or strategic decisions.
• Future changes in the Galkins' investment strategy (e.g., large sales) could impact share price.

Future Outlook

The filing is a Schedule 13D, which primarily discloses beneficial ownership and related transactions. It does not contain forward-looking statements or guidance from the company or the reporting persons regarding the company's future performance or strategic direction.

Industry Context

This filing indicates a significant increase in a concentrated ownership stake in Newegg Commerce, Inc., an e-commerce company. Such an accumulation by individuals can signal strong belief in the company's long-term prospects within the competitive e-commerce sector, potentially suggesting an activist stance or a long-term strategic investment.

Comparison to Industry Standards

• The filing does not provide specific financial or operational results for Newegg Commerce, Inc. that can be directly compared to industry benchmarks or competitors like Amazon, eBay, or other online retailers.
• The ownership stake of 17.1% by a single family is a substantial minority stake, which is not uncommon for companies where founders or early investors retain significant control or influence. For example, similar concentrated ownership can be seen in companies like Meta (Mark Zuckerberg) or Dell Technologies (Michael Dell), though the scale and context differ.
• The accumulation of shares through open market purchases, rather than private placements or strategic partnerships, is a standard method for investors to build a position.

Stakeholder Impact

• Shareholders: The increased stake by the Galkins could be viewed positively as a vote of confidence, potentially stabilizing the stock or signaling future strategic involvement. It also means a larger portion of voting power is concentrated.
• Management: The significant ownership stake could lead to increased engagement or influence from the Galkins on corporate strategy and governance.

Next Steps

• The Reporting Persons will continue to file amendments to Schedule 13D as required by changes in their beneficial ownership or investment intent.

Key Dates

Recommendation

The filing indicates a significant and growing insider stake, which is generally a positive signal. However, without additional financial or operational data from Newegg Commerce, Inc., it is difficult to assess the company's fundamental performance or valuation. The Galkins' continued accumulation suggests confidence, but the stock's performance would depend on broader market conditions and the company's business execution. Therefore, a 'hold' recommendation is appropriate until more comprehensive financial results are available to justify a stronger stance.

Keywords

Newegg Commerce, NEGG, Schedule 13D, Beneficial Ownership, Insider Ownership, Shareholder Stake, Vladimir Galkin, Angelica Galkin, E-commerce, Technology Retail