NIP Group (NASDAQ: NIPG) Co-CEO reports large Class B2 high‑vote stake

Rhea-AI Filing Summary

NIP Group Inc. director and Co-Chief Executive Officer Hicham Chahine filed an initial ownership report showing holdings of the company’s high‑vote Class B2 ordinary shares. He holds 18,172,123 Class B2 shares directly and 13,362,381 Class B2 shares indirectly through DIGLIFE AS, a company 95.61% owned by him. Each Class B2 share carries 20 votes and is convertible into one Class A ordinary share, while Class A shares carry one vote and are not convertible into Class B shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Chahine Hicham

Role Co-Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Class B2 ordinary share	--	--	--
holding	Class B2 ordinary share	--	--	--

Holdings After Transaction: Class B2 ordinary share — 18,172,123 shares (Direct); Class B2 ordinary share — 13,362,381 shares (Indirect, By DIGLIFE AS)

Footnotes (1)

1. The authorized share capital of NIP Group Inc. consists of Class A ordinary shares, Class B1 ordinary shares and Class B2 ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share, while each holder of Class B1 ordinary shares and Class B2 ordinary shares is entitled to 20 votes per share, subject to the approval conditions for ordinary resolutions, the Weighted Voting Right and certain restrictions. Each Class B1 ordinary share and Class B2 ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. DIGLIFE AS is a company registered under the laws of Norway. DIGLIFE AS is 95.61% owned by Hicham Chahine.

Key Figures

Direct Class B2 holdings: 18,172,123 shares Indirect Class B2 holdings: 13,362,381 shares DIGLIFE AS ownership by Chahine: 95.61% +2 more

5 metrics

Direct Class B2 holdings 18,172,123 shares Direct Class B2 ordinary shares following transaction

Indirect Class B2 holdings 13,362,381 shares Indirect Class B2 ordinary shares held through DIGLIFE AS

DIGLIFE AS ownership by Chahine 95.61% Equity interest in DIGLIFE AS

Votes per Class B2 share 20 votes per share Voting rights of Class B1 and Class B2 ordinary shares

Votes per Class A share 1 vote per share Voting rights of Class A ordinary shares

Key Terms

Class B2 ordinary share, authorized share capital, Weighted Voting Right, indirect ownership, +1 more

5 terms

Class B2 ordinary share financial

"security_title: "Class B2 ordinary share""

authorized share capital financial

"The authorized share capital of NIP Group Inc. consists of Class A ordinary shares, Class B1 ordinary shares and Class B2 ordinary shares."

The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.

Weighted Voting Right financial

"subject to the approval conditions for ordinary resolutions, the Weighted Voting Right and certain restrictions."

indirect ownership financial

"direct_or_indirect: "I", nature_of_ownership: "By DIGLIFE AS""

convertible into one Class A ordinary share financial

"Each Class B1 ordinary share and Class B2 ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof"

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Chahine Hicham

(Last) (First) (Middle)

27 AL RABAT STREET

AL REEM ISLAND

(Street)

ABU DHABI 00000

(City) (State) (Zip)

UNITED ARAB EMIRATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
NIP Group Inc. [ NIPG ]

3a. Foreign Trading Symbol

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B2 ordinary share(1)	18,172,123	D
Class B2 ordinary share	13,362,381	I	By DIGLIFE AS(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The authorized share capital of NIP Group Inc. consists of Class A ordinary shares, Class B1 ordinary shares and Class B2 ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share, while each holder of Class B1 ordinary shares and Class B2 ordinary shares is entitled to 20 votes per share, subject to the approval conditions for ordinary resolutions, the Weighted Voting Right and certain restrictions. Each Class B1 ordinary share and Class B2 ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

2. DIGLIFE AS is a company registered under the laws of Norway. DIGLIFE AS is 95.61% owned by Hicham Chahine.

	/s/ Hicham Chahine	03/31/2026
	** 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 5 (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 3: SEC 1473 (03-26)

FAQ

What insider ownership does NIPG’s Co-CEO Hicham Chahine report on this Form 3?

Hicham Chahine reports initial beneficial ownership of NIP Group Inc. Class B2 ordinary shares. He holds 18,172,123 shares directly and 13,362,381 shares indirectly through DIGLIFE AS, giving him substantial voting power tied to these high‑vote shares.

How many NIPG Class B2 ordinary shares are held indirectly through DIGLIFE AS?

The filing shows 13,362,381 NIP Group Inc. Class B2 ordinary shares held indirectly through DIGLIFE AS. DIGLIFE AS is a Norwegian company that is 95.61% owned by Hicham Chahine, linking these indirect holdings to his economic interest.

What voting rights do NIPG Class B2 ordinary shares provide compared with Class A shares?

Each NIP Group Inc. Class B2 ordinary share carries 20 votes, while each Class A ordinary share carries one vote. This structure concentrates voting power in holders of Class B1 and Class B2 shares, subject to weighted voting rights and certain restrictions described in the capital structure.

Can NIPG Class B2 ordinary shares be converted into Class A ordinary shares?

Each NIP Group Inc. Class B2 ordinary share is convertible into one Class A ordinary share at any time at the holder’s option. Class A ordinary shares, however, are not convertible into Class B ordinary shares under any circumstances, preserving the high‑vote structure.

Does this NIPG Form 3 show any insider buying or selling activity?

This Form 3 serves as an initial statement of beneficial ownership and lists existing holdings of Class B2 ordinary shares. The transaction records are characterized as holding entries with unknown transaction codes and do not indicate any reported purchases or sales.