Regencell (RGC) director exits 70,600 options in issuer buyback

Rhea-AI Filing Summary

Regencell Bioscience Holdings Ltd director Dr. William Wing Yan Lo reported a disposition of stock options back to the company. On May 27, 2026, the issuer repurchased options covering 70,600 ordinary shares at $15.00 per option, which had an exercise price of $0.84 per share. Following this transaction, Dr. Lo held 521,630 stock options directly in the same security class. The filing characterizes the event as a disposition to the issuer rather than an open-market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider LO WILLIAM WING YAN DR

Role null

Type	Security	Shares	Price	Value
Disposition	Stock option (right to purchase)	70,600	$0.00	--

Holdings After Transaction: Stock option (right to purchase) — 521,630 shares (Direct, null)

Footnotes (1)

1. The exercise price has given effect to the share split(s) of the Issuer since the date of grant of the option. On May 27, 2026, the Issuer repurchased from the Reporting Person options to purchase 70,600 ordinary shares of the Issuer at a price of $15.00 per option. The aggregate consideration payable to the Reporting Person under the Option Repurchase Agreement is further reduced by the aggregate exercise price of the repurchased options.

Key Figures

Options disposed: 70,600 options Repurchase price: $15.00 per option Exercise price: $0.84 per share +1 more

4 metrics

Options disposed 70,600 options Repurchased by issuer on May 27, 2026

Repurchase price $15.00 per option Paid by issuer under Option Repurchase Agreement

Exercise price $0.84 per share Exercise price of repurchased options after share splits

Options held after 521,630 options Total direct holdings following disposition

Key Terms

Disposition to issuer, Stock option (right to purchase), Option Repurchase Agreement, exercise price

4 terms

Disposition to issuer financial

"The filing characterizes the event as a disposition to the issuer rather than an open-market trade."

Stock option (right to purchase) financial

"The reported security is described as "Stock option (right to purchase)" with underlying ordinary shares."

Option Repurchase Agreement financial

"The aggregate consideration payable to the Reporting Person under the Option Repurchase Agreement is further reduced by the aggregate exercise price of the repurchased options."

exercise price financial

"The exercise price has given effect to the share split(s) of the Issuer since the date of grant of the option."

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

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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^*

LO WILLIAM WING YAN DR

(Last) (First) (Middle)

C/O 9/F CHINACHEM LEIGHTON PLAZA

29 LEIGHTON ROAD, CAUSEWAY BAY

(Street)

HONG KONG

(City) (State) (Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Regencell Bioscience Holdings Ltd [ RGC ]

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)
05/27/2026

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

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
Stock option (right to purchase)	$0.84(1)	05/27/2026		D			70,600	(2)	(2)	Ordinary shares, par value $0.00001	70,600	(2)	521,630	D

Explanation of Responses:

1. The exercise price has given effect to the share split(s) of the Issuer since the date of grant of the option.

2. On May 27, 2026, the Issuer repurchased from the Reporting Person options to purchase 70,600 ordinary shares of the Issuer at a price of $15.00 per option. The aggregate consideration payable to the Reporting Person under the Option Repurchase Agreement is further reduced by the aggregate exercise price of the repurchased options.

	/s/ James Wai Hong Chung, attorney-in-fact	05/29/2026
	** 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 Regencell Bioscience (RGC) report for Dr. Lo?

Regencell reported that director Dr. William Wing Yan Lo disposed of stock options in a transaction with the issuer. The company repurchased options covering 70,600 ordinary shares from him, rather than these options being exercised and sold in the open market.

How many Regencell (RGC) options were involved and at what price?

The transaction involved options to purchase 70,600 ordinary shares of Regencell. The issuer repurchased these options from Dr. Lo at $15.00 per option under an Option Repurchase Agreement, providing cash consideration in exchange for cancelling those option rights.

What was the exercise price of the repurchased Regencell (RGC) options?

The repurchased stock options carried an exercise price of $0.84 per ordinary share. A footnote explains this exercise price reflects prior share splits since the original grant date, aligning the option terms with Regencell’s adjusted share structure over time.

How many Regencell (RGC) options does Dr. Lo hold after this transaction?

After the issuer repurchased 70,600 options, Dr. Lo’s reported direct holdings in that option security totaled 521,630 options. This indicates he retained a substantial remaining position in Regencell options following the issuer disposition described in the Form 4 filing.

Was this Regencell (RGC) insider transaction an open-market sale of shares?

No. The Form 4 describes the transaction as a disposition to the issuer of stock options. Regencell repurchased the options from Dr. Lo under an Option Repurchase Agreement, instead of him exercising the options and selling ordinary shares on the open market.