KEITHLY GARNETT - 25 Mar 2025 Form 3 Insider Report for NEONC TECHNOLOGIES HOLDINGS, INC. (NTHI)

Role: CFO
Signature: /S/ KEITHLY GARNETT
Issuer symbol: NTHI
Transactions as of: 25 Mar 2025
Transactions value $: $0
Form type: 3
Filing time: 25 Mar 2025, 16:45:12 UTC
Next filing: 08 Apr 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NTHI	Common Stock						240K	25 Mar 2025	Direct	F1
holding	NTHI	Common Stock						37.9K	25 Mar 2025	By The Hilkiah Group LLC	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	NTHI	Common Stock							25 Mar 2025	Common Stock	120K	$0.00	Direct	F3, F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares of restricted common stock ("Restricted Stock") granted pursuant to Issuer's 2023 Equity Incentive Plan ("Incentive Plan"), of which (i) 120,000 shares vest on a date that is seven months after the effective date of Issuer's initial listing, and (ii) 120,000 shares vest over the following 12 months in equal tranches on the first day of each month commencing eight months after the effective date of Issuer's initial listing.
F2	Reporting Person owns such shares by virtue of being the sole member of The Hilkiah Group LLC ("Hilkiah"), which holds a 4.3% interest in HCWG LLC, a Delaware limited liability company ("HCWG"). HCWG is the direct holder of such shares.
F3	Restricted common stock granted pursuant to Issuer's Incentive Plan. Vesting of such shares is based on achievement of certain performance criteria (other than the price of Issuer's common stock), as determined solely by Issuer's Compensation Committee on the second Monday of June and December of each calendar year.
F4	See footnote 3.
F5	Not applicable.
F6	This is a target number only. The actual number of shares of common stock deliverable is subject to adjustment as described in Reporting Person's Restricted Stock Award Agreement. Reporting Person may acquire shares of Issuer's common stock to the extent that the performance criteria are satisfied.